Electronic Arts 2013 Annual Report Download - page 14

PROPOSALS TO BE VOTED ON
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, stockholders will elect eight 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.
The Board of Directors has nominated the following directors to stand for re-election:
• Leonard S. Coleman
• Jay C. Hoag
• Jeffrey T. Huber
• Vivek Paul
• Lawrence F. Probst III
• 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:
• Denise F. Warren
Ms. Warren was appointed to the Board of Directors on May 16, 2013.
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nominees in a director election, or if such stockholder has withdrawn all such nominations by the tenth day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 2013 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 eight 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 new directorships only with
candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of
irrevocable resignation tendered by other directors in accordance with these guidelines.
If an incumbent director fails to receive the required majority vote in an uncontested election, the Nominating and
Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and
will submit such recommendation for prompt consideration by the Board of Directors. The Board of Directors
expects the director whose resignation is under consideration to abstain from participating in any decision regarding
that resignation. The Nominating and Governance Committee and the Board of Directors may consider any factors
they deem relevant in deciding whether to accept and recommend a director’s resignation. The Board of Directors
will act on the Nominating and Governance Committee’s recommendation within 90 days from the date of the
certification of election results and will publicly disclose its decision promptly thereafter.
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