Electronic Arts 2011 Annual Report Download - page 14

PROPOSALS TO BE VOTED ON
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, stockholders will elect ten directors to hold office for a one-year term until the next
Annual Meeting (or until their respective successors are elected and qualified). All nominees have consented to
serve a one-year term, if elected.
The Board has nominated the following directors to stand for re-election:
• Leonard S. Coleman
• Jeffrey T. Huber
• Geraldine B. Laybourne
• Gregory B. Maffei
• Vivek Paul
• Lawrence F. Probst III
• John S. Riccitiello
• Richard A. Simonson
• Linda J. Srere
In addition, the Board has nominated the following director to stand for election for the first time this year:
• Luis A. Ubiñas
Mr. Ubiñas was appointed to the Board on November 9, 2010.
Required Vote and Board of Directors’ Recommendation
In accordance with our bylaws, if EA’s Corporate Secretary has not received timely and proper notice from a
stockholder indicating an intention to nominate one or more candidates to compete with the Board’s nominees in
a director election, or if such stockholder has withdrawn all such nominations by the tenth day preceding the date
on which we first mail our notice of meeting to stockholders, then the election of directors will be considered
“uncontested.” The 2011 election will be uncontested. As such, each nominee must receive more votes cast “for”
than “against” his or her re-election or election, as the case may be, in order to be re-elected or elected, as the
case may be, to the Board. Shares represented by your proxy will be voted by the proxy holders “for” the election
of the ten nominees recommended by EA’s Board of Directors unless you vote “against” any or all of such
nominees or you mark your proxy to “abstain” from so voting. Abstentions and broker non-votes will have no
effect on the outcome of the director elections.
In accordance with our Corporate Governance Guidelines, the Board expects a director to tender his or her
resignation if he or she fails to receive the required number of votes for election or re-election in an uncontested
election. The Board shall nominate for election or re-election as director only candidates who have previously
tendered or, in the case of candidates who have not yet become members of the Board, have agreed to tender
promptly following the annual meeting at which they are elected or re-elected as director, irrevocable
resignations that will be effective upon (i) a failure to receive the required majority vote at the next annual or
special meeting at which they face re-election in an uncontested election, and (ii) Board acceptance of such
resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who
agree to tender, promptly following their appointment to the Board, the same form of irrevocable resignation
tendered by other directors in accordance with these guidelines.
If an incumbent director fails to receive the required majority vote in an uncontested election, the Nominating
and Governance Committee will act on an expedited basis to determine whether to accept the director’s
resignation and will submit such recommendation for prompt consideration by the Board. The Board expects the
director whose resignation is under consideration to abstain from participating in any decision regarding that
resignation. The Nominating and Governance Committee and the Board may consider any factors they deem
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