Electronic Arts 2012 Annual Report Download - page 33

Proxy Statement
PROPOSAL 4: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED
EXECUTIVE OFFICERS
At the fiscal 2011 Annual Meeting, the Board of Directors recommended, and the stockholders approved, an
annual advisory vote on the compensation of our named executive officers (“NEOs”). In accordance with
Section 14A of the Securities Exchange Act of 1934, as amended, and our stockholders’ desire for an annual “say
on pay” advisory vote and the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with
respect to the compensation of our NEOs for fiscal 2012, 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.
In response to our first advisory vote on the compensation of our NEOs at the fiscal 2011 Annual Meeting, the
majority of stockholders voted in favor of our executive compensation programs and the fiscal 2011
compensation of our NEOs. In light of this favorable vote, the basic principles and structure of our compensation
programs did not change in fiscal 2012.
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 2012
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 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.
The compensation of our NEOs is described in detail in the “Compensation Discussion and Analysis” section of
this Proxy Statement, which we encourage you to read for additional details on our executive compensation
programs and the fiscal 2012 compensation of our NEOs.
We believe our compensation programs and policies for fiscal 2012 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 fiscal 2012, as set forth in the Compensation Discussion and Analysis, the compensation
tables and the related narrative disclosures in this Proxy Statement.”
Advisory Vote and Board of Director’s 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 on this proposal.
While we intend to carefully consider the voting results of this proposal, the final vote is advisory in nature and
therefore not binding on us, our Board of Directors or our Executive Compensation and Leadership Committee.
Our Board of Directors and Executive Compensation and Leadership Committee value the opinions of all of our
stockholders and will consider the outcome of this vote when making future compensation decisions for our
NEOs.
The Board of Directors recommends a vote FOR the approval of the foregoing resolution.
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