Electronic Arts 2014 Annual Report Download - page 28

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PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED
EXECUTIVE OFFICERS
In accordance with the SEC’s proxy rules (Section 14A of the Securities Exchange Act of 1934, as amended (the
“Exchange Act” )), we are seeking an advisory, non-binding stockholder vote with respect to the compensation
of our named executive officers (“NEOs”) for fiscal 2014. This vote, which is undertaken by us annually, is not
intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the
compensation philosophy, policies and practices, as disclosed in this Proxy Statement.
We have previously submitted advisory say-on-pay proposals for each fiscal year beginning with fiscal 2011 and
have received majority stockholder support for the compensation of our NEOs for each of these years. Most
recently, at the 2013 Annual Meeting of Stockholders, approximately 92% of the votes cast by stockholders
voted in favor of the fiscal 2013 advisory say-on-pay vote. The basic principles and structure of our
compensation programs did not change in fiscal 2014.
The core principles of our compensation programs are designed to align our NEOs with the interests of our
stockholders through incentives tied to the annual financial and strategic objectives of the Company and the
creation of long-term stockholder value. We encourage you to read the “Compensation Discussion and Analysis”
at pages 30 through 44 for additional details on our executive compensation programs and the fiscal year 2014
compensation of our NEOs.
We believe our compensation programs and policies for fiscal 2014 were consistent with our core compensation
principles, supported by strong compensation governance practices and are 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 2014, as disclosed in the Compensation Discussion and Analysis, the compensation
tables and the related narrative disclosures in this Proxy Statement.”
Although the vote is advisory and non-binding, our Board of Directors and Compensation Committee value the
opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in
evaluating the future compensation of our NEOs.
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 for or against the proposal.
The Board recommends a vote FOR the approval of the foregoing resolution.
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