Electronic Arts 2015 Annual Report Download - page 61

Proxy Statement
PROPOSAL 4: STOCKHOLDER PROPOSAL
We have received a joint stockholder proposal from The Comptroller of the City of New York, Municipal
Building, One Centre Street, Room 629, New York, N.Y., 10007-2341 (the “New York Comptroller”) and the
Illinois State Board of Investment, 180 North LaSalle Street, Suite 215, Chicago, IL 60601 (the “Illinois Board”).
The New York Comptroller has advised the Company that it is the custodian and trustee of the New York City
Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City
Teachers’ Retirement System and the New York City Police Pension Fund and custodian of the New York City
Board of Education Retirement System (the “Systems”). The Systems and the Illinois Board have each advised
the Company that they are the beneficial owners of at least $2,000 in market value of the Company’s common
stock, and that they intend to present the following stockholder proposal at the Annual Meeting.
The text of the stockholder proposal and supporting statement appear exactly as received by the Company unless
otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole
responsibility of the proponents.
Proposal No. 4 — Proxy Access for Shareholders
RESOLVED: Shareholders of Electronic Arts Inc. (the “Company”) ask the board of directors (the “Board) to
adopt, and present for shareholder approval, a “proxy access” bylaw. Such a bylaw shall require the Company to
include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name,
Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder
or group (the “Nominator”) that meets the criteria established below. The Company shall allow shareholders to
vote on such nominee on the Company’s proxy card.
The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of
the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should
provide that a Nominator must:
a) have beneficially owned 3% or more of the Company’s outstanding common stock continuously for at least
three years before submitting the nomination;
b) give the Company, within the time period identified in the bylaws, written notice of the information required
by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to
being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including
proof it owns the required shares (the “Disclosure”); and
c) certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the
Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it
will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s
proxy materials; and (c) to the best of its knowledge the required shares were acquired in the ordinary course
of business and not to change or influence control at the Company.
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee
(the “Statement”). The Board shall adopt procedures for promptly resolving disputes over whether notice of a
nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal
regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.
SUPPORTING STATEMENT
We believe proxy access is a fundamental shareholder right that will make directors more accountable and
contribute to increased shareholder value. The CFA Institute’s 2014 assessment of pertinent academic studies
and use of proxy access in other markets similarly concluded that proxy access:
• Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”
• Has the potential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide.
(http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)
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