Electronic Arts 2012 Annual Report Download - page 72

OTHER INFORMATION
RELATED PERSON TRANSACTIONS POLICY
Our Board of Directors has adopted a written Related Person Transactions Policy. The purpose of the policy is to
describe the procedures used to identify, review, approve or ratify and, if necessary, disclose (i) any transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which EA
(including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and
in which any “related person” had, has or will have a direct or indirect interest, or (ii) any transaction for which
EA’s Global Code of Conduct would require approval of the Board of Directors. For purposes of the policy, a
“related person” is (a) any person who is, or at any time since the beginning of EA’s last fiscal year was, a
director or executive officer of EA or a nominee to become a director of EA, (b) any person who is known to be
the beneficial owner of more than 5% of any class of EA’s voting securities, (c) any immediate family member
or person sharing the household (other than a tenant or employee) of any of the foregoing persons, and (d) any
firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or
in a similar position or in which such person has a 10% or greater beneficial ownership interest.
Once a potential related person transaction has been identified, the Audit Committee (if the transaction involves
an executive officer of the Company) or the Nominating and Governance Committee (if the transaction involves
a director of EA) will review the transaction at the next scheduled meeting of such committee. In those instances
in which it is not practicable or desirable to wait until the next scheduled committee meeting, the chairperson of
the applicable committee shall consider the matter and report back to the relevant committee at the next
scheduled meeting.
In determining whether to approve or ratify a related person transaction, the Audit Committee or Nominating and
Governance Committee (or the relevant chairperson of such committee) shall consider all of the relevant facts
and circumstances available. No member of the Audit Committee or Nominating and Governance Committee
shall participate in any review, consideration or approval of any related person transaction with respect to which
such member or any of his or her immediate family members is the related person. The Audit Committee and
Nominating and Governance Committee (or the relevant chairperson) shall approve only those related person
transactions that are in, or are not inconsistent with, the best interests of EA and its stockholders, as determined
in good faith.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
We enter into indemnification agreements with each of the members of our Board of Directors at the time they
join the Board of Directors to indemnify them to the extent permitted by law against any and all liabilities, costs,
expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any
judicial, administrative or investigative proceeding in which the directors are sued or charged as a result of their
service as members of our Board of Directors.
Scott Probst
Scott Probst, the son of the Chairman of our Board of Directors, has been employed by the Company since 2003,
most recently as a games producer. In fiscal 2012, Scott Probst received total compensation including base
salary, annual performance bonus, and equity awards appropriate for his position that exceeded $120,000. The
Executive Compensation and Leadership Committee, on behalf of the Nominating and Governance Committee,
reviews the compensation decisions involving Scott Probst in accordance with our Related Person Transactions
policy.
Other Relationships
In addition, we have engaged, and expect to continue to engage, in what we consider to be arm’s length
commercial dealings with the following companies, which are affiliated, directly or indirectly, as the case may
be, with members of our Board of Directors: Google Inc., Film Roman, and Live Nation Worldwide, Inc.
Mr. Huber is a Senior Vice President at Google. Mr. Maffei is Chief Executive Officer of Liberty Media
Corporation which has an equity interest in Live Nation Worldwide’s parent company. Film Roman is also
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