Electronic Arts 2015 Annual Report Download - page 14

How many votes must the nominees receive to be elected as directors?
In an uncontested election, EA’s bylaws require each nominee to receive more votes cast “for” than “against” his
or her election or re-election in order to be elected or re-elected to the Board of Directors. Since we are not aware
of any intention by any stockholder to nominate one or more candidates to compete with the Board of Directors’
nominees for election at the Annual Meeting, the 2015 election will be uncontested.
In accordance with our Corporate Governance Guidelines, the Board of Directors expects an incumbent 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. In such an event, 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 his or her 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.
Shares represented by your proxy will be voted by EA’s management “for” the election of the nine 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.
What happens if one or more of the nominees is unable to serve or for good cause will not serve?
If, prior to the Annual Meeting, one or more of the nominees notifies us that he or she is unable to serve, or for
good cause will not serve, as a member of the Board of Directors, the Board of Directors may reduce the number
of directors or select a substitute nominee or substitute nominees, as the case may be. In the latter case, if you
have completed and returned your proxy card, Mr. Wilson, Mr. Jorgensen, and Mr. Schatz, or any of them, shall
have the discretion to vote your shares for a substitute nominee. They cannot vote for more than nine nominees.
How many votes are required to approve each of the other proposals?
The advisory vote on the compensation of the named executive officers, the ratification of KPMG LLP (the
“independent auditors”) and the stockholder proposal must receive a “for” vote from a majority of the voting
shares present at the Annual Meeting in person or by proxy and voting for or against these proposals. As advisory
votes, each of the proposal on the compensation of the named executive officers and the stockholder proposal are
non-binding. Although these votes are non-binding, the Board of Directors, the Compensation Committee and the
Nominating and Governance Committee, as the case may be, value the opinions of our stockholders, and will
consider the outcome of these votes, along with other relevant factors, in evaluating the compensation program
for our named executive officers and the matter presented by the stockholder proposal.
Shares represented by your proxy will be voted by EA’s management in accordance with the Board’s
recommendation unless you vote otherwise on your proxy or you mark your proxy to “abstain” from voting.
Abstentions and broker non-votes will have no effect on the outcome of these proposals.
How can I listen to the live audio webcast of the Annual Meeting?
You can listen to the live audio webcast of the Annual Meeting by going to the Investor Relations section of our
website at http://investor.ea.com. An archived copy of the webcast will also be available on our website for one
year following the Annual Meeting. Please note that participation in the question and answer portion of the
Annual Meeting will be limited to those attending in person.
Where do I find the voting results of the meeting?
We will announce preliminary voting results at the meeting. We will also publish the final results on Form 8-K,
which we will file with the SEC within four business days after the Annual Meeting. Once filed, you can request
a copy of the Form 8-K by contacting our Investor Relations department at [phone] or the SEC at
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