Electronic Arts 2012 Annual Report Download - page 22

discretion, use a variety of means to identify and evaluate potential nominees for director. The Nominating and
Governance Committee has used, and may continue to use, qualified search firms and may also work with
members of EA’s Human Resources Department to identify potential nominees meeting the Board of Directors’
general membership criteria discussed above. The Nominating and Governance Committee may also consider
potential nominees identified by other sources, including current directors, senior management and stockholders.
In determining whether to recommend a candidate to the Board of Directors, the Nominating and Governance
Committee will consider the current composition of the Board of Directors and capabilities of current directors,
as well as any additional qualities or capabilities considered necessary or desirable in light of the existing or
anticipated needs of the Board of Directors.
The Nominating and Governance Committee will evaluate candidates proposed by stockholders under criteria
similar to the evaluation of other candidates, except that it may also consider as one of the factors in its
evaluation, the amount of EA voting stock held by the stockholder and the length of time the stockholder has
held such stock. Stockholders wishing to submit candidates for consideration by the Nominating and Governance
Committee may do so by writing to EA’s Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores
Parkway, Redwood City, CA 94065, Attn: Director Nominations. To be considered by the Nominating and
Governance Committee in connection with EA’s annual meeting of stockholders, recommendations must be
submitted in writing to EA’s Corporate Secretary not less than 120 calendar days prior to the anniversary of the
date on which EA’s proxy statement was released to stockholders in connection with the previous year’s annual
meeting (on or about February 8, 2013, for our 2013 Annual Meeting of Stockholders).
Recommendations should include: (1) the stockholder’s name, address and telephone number; (2) the amount and
nature of record and/or beneficial ownership of EA securities held by the stockholder; (3) the name, age, business
address, educational background, current principal occupation or employment, and principal occupation or
employment for the preceding five full fiscal years of the proposed candidate; (4) a description of the
qualifications and background of the proposed candidate that addresses the minimum qualifications and other
criteria for Board of Directors membership approved by the Board of Directors from time to time and set forth in
EA’s Corporate Governance Guidelines; (5) the amount and nature of record and/or beneficial ownership of EA
securities held by the proposed candidate, if any; (6) a description of all arrangements or understandings between
the stockholder and the proposed candidate relating to the proposed candidate’s candidacy; (7) a statement as to
whether the proposed candidate would be considered an independent director under applicable NASDAQ Stock
Market Rules or an audit committee financial expert under applicable SEC rules; (8) the consent of the proposed
candidate (a) to be named in the proxy statement relating to EA’s annual meeting of stockholders, and (b) to
serve as a director if elected at such annual meeting; and (9) any other information regarding the proposed
candidate that may be required to be included in a proxy statement by applicable SEC rules. The Nominating and
Governance Committee may request any additional information reasonably necessary to assist it in assessing a
proposed candidate.
Corporate Governance Guidelines
Our Board of Directors has adopted, upon the recommendation of the Nominating and Governance Committee, a
formal set of Corporate Governance Guidelines. A complete copy of the Corporate Governance Guidelines is
available in the Investor Relations section of our website at http://investor.ea.com. Our Corporate Governance
Guidelines contain policies relating to:
• Board membership and independence criteria;
• Election of directors;
• Director resignations;
• Executive sessions of independent directors led by a Lead Director;
• Authority to hire outside advisors;
• Director orientation and education;
• Board of Directors and Committee self-evaluations;
• Attendance at annual meetings of stockholders;
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