Electronic Arts 2015 Annual Report Download - page 58

PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED
EXECUTIVE OFFICERS
In accordance with the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect
to the compensation of our NEOs for fiscal 2015. 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. At our
2014 Annual Meeting, the percentage of votes cast “For” our advisory say on pay resolution was 55% as
compared to 92% in the prior year.
2014 Say On Pay Vote, Our Investor Outreach Program and Resulting Compensation Changes
As we discuss in detail beginning on page 25 of this Proxy Statement, in connection with the say on pay vote at
our 2014 Annual Meeting, our directors and management spoke with stockholders representing approximately
53% of our stock to discuss our executive compensation programs as part of our ongoing stockholder outreach.
The Compensation Committee considered this input, along with a wide variety of other factors, and made
changes to our program. These changes, implemented for fiscal year 2016, eliminated stock options from the
annual equity awards granted to our executive officers and increased the percentage of PRSUs from 25% to 50%
with vesting tied to the Company’s total stockholder return (“TSR”) over one-, two- and three-year periods.
These changes were implemented for equity awards made in early fiscal 2016, and as a result will be fully
reflected in the compensation disclosures in next year’s proxy statement. In addition, the Board and the
Compensation Committee added a cash flow metric to the financial objectives of our NEOs’ fiscal 2016 cash
bonuses.
We believe that the Compensation Committee and the Board have responded to our 2014 say on pay vote in a
manner that addresses stockholder concerns. The Compensation Committee and the Board are committed to
maintaining a pay-for-performance alignment in our executive compensation programs and continue to solicit
feedback from our stockholders regarding our programs and practices.
We encourage you to read the “Compensation Discussion and Analysis” at pages 24 through 38 for additional
details on our executive compensation programs and the fiscal 2015 compensation of our NEOs.
We believe our compensation programs and policies for fiscal 2015 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 2015, 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.
The Board recommends a vote FOR the approval of the foregoing resolution
Advisory Vote
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.
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