Electronic Arts 2015 Annual Report Download - page 21

Proxy Statement
CONSIDERATION OF DIRECTOR NOMINEES
In evaluating nominees for director to recommend to the Board of Directors, the Nominating and Governance
Committee will take into account many factors within the context of the characteristics and the needs of the
Board of Directors as a whole. While the specific needs of the Board of Directors may change from time to time,
all nominees for director are considered on the basis of the following minimum qualifications:
• The highest level of personal and professional ethics and integrity, including a commitment to EA’s
values;
• Practical wisdom and mature judgment;
• Significant leadership experience in business, entertainment, technology, finance, corporate governance,
public interest or other disciplines relevant to EA’s long-term success;
• The ability to gain an in-depth understanding of EA’s business; and
• A willingness to represent the best interests of all EA stockholders and objectively appraise
management’s performance.
While there is no formal policy with regard to diversity, when considering candidates as potential members of the
Board of Directors, the Nominating and Governance Committee considers the skills, background and experience of
each candidate to evaluate his or her ability to contribute diverse perspectives to the Board of Directors. The goal of the
Nominating and Governance Committee is to select candidates that have complementary and diverse perspectives,
which together contribute to the Board of Directors’ effectiveness as a whole. The primary consideration is to identify
candidates who will best fulfill the Board of Directors’ and the Company’s needs at the time of the search. Therefore,
the Nominating and Governance Committee does not believe it is appropriate to either nominate or exclude from
nomination an individual based on gender, ethnicity, race, age, or similar factors.
Stockholder Recommendations and Nominees
The Nominating and Governance Committee will evaluate candidates proposed by our 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 26, 2016, for our 2016 Annual Meeting of our Stockholders (the “2016 Annual Meeting”).
Stockholders wishing to recommend a candidate for nomination to the Nominating and Governance Committee
should review Section 1.5 of our bylaws regarding the information required when recommending a candidate.
The Nominating and Governance Committee may request any additional information reasonably necessary to
assist it in assessing a proposed candidate. Our amended and restated bylaws are included as an exhibit to a
Current Report on Form 8-K we filed with the SEC on August 1, 2013, 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.
GLOBAL CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES
We have adopted a Global Code of Conduct that applies to our directors, principal executive officer, principal
financial officer, principal accounting officer, and other senior financial officers, as well as Corporate
Governance Guidelines which, along with our organizational documents and committee charters, form the
framework of our corporate governance. Our Global Code of Conduct, Corporate Governance Guidelines and
Committee Charters are available in the Investor Relations section of our website at http://investor.ea.com. From
time to time, we post amendments to our Global Code of Conduct in the Investor Relations section of our
website. Copies of our Committee charters and Global Code of Conduct are available without charge by
contacting our Investor Relations department at [phone].
15