Electronic Arts 2012 Annual Report Download - page 12

Shares are counted as present at the meeting if:
• They are voted in person at the meeting, or
• The stockholder has voted via the internet, telephone or a properly submitted proxy card.
How are votes counted?
You may vote “for”, “against” or “abstain” on each of the proposals. A share voted “abstain” with respect to any
proposal is considered as present and entitled to vote with respect to that proposal, but is not considered a vote
cast with respect to that proposal. Therefore, an abstention will not have any effect on the election of directors.
Because each of the other proposals requires the affirmative vote of the holders of a majority of the shares
present and entitled to vote on each such proposal in order to pass, abstentions could prevent the approval of
these other proposals because they do not count as affirmative votes. If you sign and return your proxy without
voting instructions, your shares will be voted as recommended by the Board of Directors.
What is the effect of a “broker non-vote” on the proposals to be voted on at the 2012 Annual Meeting?
If your shares are not registered in your name and you do not provide your broker, bank or other nominee with
voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a
broker is not permitted to vote on that matter without instructions from the beneficial owners and instructions are
not given. These matters are referred to as “non-routine” matters. All of the matters scheduled to be voted on at
the 2012 Annual Meeting are “non-routine,” except for the proposal to ratify the appointment of KPMG LLP as
our independent auditors for fiscal 2013. In tabulating the voting results for any particular proposal, shares that
constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect
the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. If your shares are
held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker or other
nominee as to how you wish your shares to be voted.
How many votes must the nominees have to be elected as directors?
In an uncontested election, EA’s bylaws require each nominee to receive more votes cast “for” than “against” his
or her election or re-election in order to be elected or re-elected to the Board of Directors. Since we are not aware
of any intention by any stockholder to nominate one or more candidates to compete with the Board of Directors’
nominees for election at the 2012 Annual Meeting, the 2012 election will be uncontested.
In accordance with our Corporate Governance Guidelines, the Board of Directors expects an incumbent 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. In such an event, 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 of Directors. The Board of Directors 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 of Directors may consider any factors they deem relevant in deciding
whether to recommend/accept a director’s resignation. The Board of Directors will act on the Nominating and
Governance Committee’s recommendation within 90 days from the date of the certification of election results
and will publicly disclose its decision promptly thereafter.
Shares represented by your proxy will be voted by EA’s management “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.
What happens if one or more of the nominees is unable to stand for election?
The Board of Directors may reduce the number of directors or select a substitute nominee. In the latter case, if
you have completed and returned your proxy card, Mr. Riccitiello, Mr. Barker, and Mr. Bené, or any of them,
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