Electronic Arts 2014 Annual Report Download - page 22

In determining whether to recommend a director for re-election, the Nominating and Governance Committee also
will consider the director’s tenure on the Board of Directors, past attendance at meetings, participation in and
contributions to the activities of the Board of Directors, the director’s continued independence (including any
actual, potential or perceived conflicts of interest), as well as the director’s age and changes in his or her
principal occupation or professional status. The Nominating and Governance Committee believes that the
continuing service of qualified incumbent directors promotes stability and continuity on the Board of Directors,
contributing to the Board of Directors’ ability to work effectively as a collective body, while providing EA with
the benefits of familiarity and insight into EA’s affairs that its directors have developed over the course of their
service. Accordingly, consistent with past EA practice, the Nominating and Governance Committee will first
consider recommending incumbent directors who wish to continue to serve on the Board of Directors for re-
election at EA’s annual meeting of stockholders.
The Nominating and Governance Committee regularly seeks qualified candidates to serve as directors,
particularly in situations where it determines not to recommend an incumbent director for re-election, an
incumbent director declines to stand for re-election, or a vacancy arises on the Board of Directors for any reason
(including the resignation, retirement, removal, death or disability of an incumbent director or a decision of the
directors to expand the size of the Board of Directors). The Nominating and Governance Committee may, in its
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 also may work with EA’s
Chief Talent Officer 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 also may 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 13, 2015, for our 2015 Annual Meeting).
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.
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