Electronic Arts 2012 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.
In May 2012, Linda J. Srere announced her retirement from the Board of Directors, effective as of the date of the
commencement of the 2012 Annual Meeting of Stockholders, and therefore will not stand for re-election.
Accordingly, immediately upon Ms. Srere’s retirement at the commencement of the 2012 Annual Meeting, the
authorized size of the Board of Directors will be reduced to ten directors.
The Board of Directors 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
• Luis A. Ubiñas
In addition, the Board of Directors has nominated the following director to stand for election for the first time
this year:
• Jay C. Hoag
Mr. Hoag was appointed to the Board of Directors on September 6, 2011.
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 of Directors’
nominees in a director election, or if such stockholder has withdrawn all such nominations by the tenth day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 2012 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 of Directors. 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 of Directors 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 of Directors 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 of
Directors, have agreed to tender promptly following the annual meeting at which they are 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) the Board of
Directors’ acceptance of such resignation. In addition, the Board of Directors shall fill director vacancies and
6