Electronic Arts 2012 Annual Report Download - page 73

Proxy Statement
owned by a Liberty Media subsidiary. To date, these transactions have not been material to us or to the other
entities involved. We do not believe that Mr. Huber or Mr. Maffei have a material direct or indirect interest in
any of our commercial dealings with Google or Film Roman and Live Nation Worldwide, respectively, and
therefore do not consider these dealings to be “related person transactions” within the meaning of applicable SEC
rules. Our Board of Directors considered our dealings with Google, Film Roman, and Live Nation Worldwide in
reaching its determination that Mr. Huber and Mr. Maffei are each an independent director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From April 3, 2011 (the beginning of fiscal 2012) through March 31, 2012 (the end of fiscal 2012), the Executive
Compensation and Leadership Committee consisted of Ms. Srere, Mr. Coleman (until February 8, 2012),
Mr. Hoag (beginning September 6, 2011) and Ms. Laybourne. None of these individuals is an employee or
current or former officer of EA. No EA officer serves or has served since the beginning of fiscal 2012 as a
member of the board of directors or the compensation committee of a company at which a member of EA’s
Executive Compensation and Leadership Committee is an employee or officer.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires EA’s directors and executive
officers, and persons who own more than 10% of a registered class of EA’s equity securities, to file reports of
ownership and changes in ownership of common stock and other equity securities of EA. We have adopted
procedures to assist EA’s directors and officers in complying with these requirements, which include assisting
officers and directors in preparing forms for filing.
To EA’s knowledge, based solely upon review of such reports furnished to us and written representations that no
other reports were required, we believe that during the fiscal year ended March 31, 2012, all Section 16(a) filing
requirements applicable to our officers, directors and greater-than-ten-percent stockholders were complied with
on a timely basis.
STOCKHOLDER PROPOSALS FOR 2013 ANNUAL MEETING
If you would like us to consider a proposal to be included in our 2013 proxy statement and proxy card, you must
deliver it to the Company’s Corporate Secretary at our principal executive office no later than February 8, 2013.
Stockholders who otherwise wish to present a proposal at the 2013 Annual Meeting of Stockholders must deliver
written notice of the proposal to our Corporate Secretary c/o Electronic Arts Inc., 209 Redwood Shores Parkway,
Redwood City, CA 94065, no earlier than March 28, 2013 and no later than April 27, 2013 (provided, however,
that if the 2013 Annual Meeting is held earlier than June 26, 2013 or later than August 25, 2013, proposals must
be received no earlier than the close of business on the later of the 90th day prior to the 2013 Annual Meeting or
the 10th day following the day on which public announcement of the 2013 Annual Meeting is first made). The
submission must include certain information concerning the stockholder and the proposal, as specified in the
Company’s amended and restated bylaws. Our amended and restated bylaws are included as an exhibit to a
Current Report on Form 8-K we filed with the SEC on May 11, 2009, which you may access through the SEC’s
electronic data system called EDGAR at www.sec.gov. You may also request a copy of our amended and restated
bylaws by contacting our Corporate Secretary at the address above.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery
requirements for notices of internet availability of proxy materials, proxy statements and annual reports with respect
to two or more stockholders sharing the same address by delivering a single notice, proxy statement and/or annual
report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially
means extra convenience for stockholders and cost savings for companies.
A number of brokers with account holders who are EA stockholders will be “householding” our notices and
proxy materials. A single notice or set of proxy materials will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from the affected stockholders. Once you have received
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