Electronic Arts 2011 Annual Report Download - page 28

PROPOSAL 4. ADVISORY VOTE REGARDING THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS
In accordance with the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect
to the compensation of our named executive officers (“NEOs”) for fiscal year 2011, as disclosed in this Proxy
Statement. This vote is not intended to address any specific item of compensation, but rather the overall
compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.
The compensation of our NEOs is described in detail in the “Compensation Discussion and Analysis” section of
this Proxy Statement beginning on page 28, which we encourage you to read for additional details on our
executive compensation programs and the fiscal year 2011 compensation of our NEOs.
Our executive compensation programs are based on three core principles that are designed to motivate our NEOs
to achieve annual financial and strategic objectives and create long-term stockholder value. The fiscal 2011
compensation of our NEOs reflected these core principles:
• A significant portion of each NEO’s cash compensation was based on the annual financial and operational
performance of the Company and the NEO’s business unit (if applicable) and therefore “at risk”;
• A significant portion of each NEO’s total compensation was provided in the form of long-term equity to
further align the interest of NEOs and stockholders; and
• The target total direct compensation package for each was consistent with market practices for executive
talent and each NEO’s individual experience, responsibilities and performance.
We believe our compensation programs and policies for fiscal 2011 were consistent with our core compensation
principles, aligned with stockholders’ interests, supported by strong compensation governance practices and
worthy of continued stockholder support. Accordingly, we ask for our stockholders to indicate their support for
the compensation paid to our NEOs, by voting “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named
executive officers for 2011, including the Compensation Discussion and Analysis, the compensation tables and
the related narrative disclosures in this Proxy Statement.”
Our Board of Directors and Executive Compensation and Leadership Committee value the opinions of our
stockholders and will consider the outcome of the vote, along with other relevant factors, in evaluating its
compensation program for our named executive officers.
Advisory 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 approval of the foregoing resolution.
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