Electronic Arts 2011 Annual Report Download - page 27

Proxy Statement
PROPOSAL 3. AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN
The 2000 Employee Stock Purchase Plan, which initially was approved by the stockholders on July 27, 2000,
provides our employees with a convenient means of purchasing equity in the Company through payroll
deductions. It also provides an incentive for continued employment. Since its adoption, 14,800,000 shares of
common stock have been reserved for issuance under the Purchase Plan. The Purchase Plan is intended to qualify
as a “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, for
participants residing in the United States. For more information regarding the Purchase Plan, please read the full
text of the Purchase Plan, as proposed to be amended, or the summary of its material terms, as proposed to be
amended, included as Appendix B of this proxy statement.
Since the adoption of the Purchase Plan, we have experienced significant growth in the number of employees
who elect to participate in the Purchase Plan. The following table presents information since the beginning of
fiscal 2009 relating to the aggregate number of shares purchased under the Purchase Plan, as well as the number
of employees who have participated in the Purchase Plan:
Shares Purchased
Pursuant to the
Purchase Plan
No. of
Employees
Participating
as of the Last
Purchase Date
in Fiscal Year
Fiscal 2009 ....................................................... 1,322,892 4,494
Fiscal 2010 ....................................................... 2,154,631 3,739
Fiscal 2011 ....................................................... 2,188,380 3,266
Fiscal 2012 ....................................................... (1) 3,470(2)
(1) Fiscal 2012 purchases under the 2000 Purchase Plan will be made in August 2011 and February 2012.
(2) Represents estimated number of participants in the 2000 Purchase Plan as of May 20, 2011. Participants have
the right to withdraw from the 2000 Purchase Plan at any time prior to a purchase date. The number of
participants may increase or decrease prior to February 2012, the last purchase date in fiscal 2012.
We are proposing an amendment to the 2000 Employee Stock Purchase Plan that would:
• Increase the number of shares authorized under the Purchase Plan by 3,500,000 shares to a total of
18,300,000 shares.
The proposed amendment would increase the number of shares authorized under the Purchase Plan by
3,500,000 to a total of 18,300,000, an amount that we expect will continue to permit all current and potential
future employees to fully participate in the Purchase Plan at least until the 2013 Annual Meeting of
Stockholders. The 3,500,000 shares that we are requesting this year is more than the 2,000,000 shares
approved by the stockholders at the 2010 Annual Meeting, and if this share amount is approved by the
stockholders, we do not anticipate asking stockholders to approve another share increase for the 2000 Purchase
Plan until the 2013 Annual Meeting of Stockholders, which enables us to manage our Employee Stock
Purchase Plan for a longer period. We believe that the Purchase Plan plays an important role to incentivize our
employees and to encourage equity ownership, which serves to align their interests with our stockholders.
For more information about the Purchase Plan, we urge you to read the summary of its material terms included as
Appendix B to this proxy statement.
Required Vote and Board of Directors’ Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board recommends a vote FOR the amendment to the 2000 Employee Stock Purchase Plan.
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