Electronic Arts 2015 Annual Report Download - page 64

•No requirements regarding ownership retention: There is no requirement that nominating stockholders
retain ownership of their shares through the meeting date, potentially creating a misalignment between
the interests of the nominating stockholder and the other stockholders of the Company.
•No fiduciary obligations: When recommending director candidates, the independent members of our
Nominating and Governance Committee owe fiduciary duties to all of our stockholders. In contrast,
stockholders and stockholder groups invoking the proposed proxy access process would have no fiduciary
obligations to other stockholders and may cause EA considerable expense and distraction, while serving
only such stockholders’ own interests.
EA’s strong corporate governance practices ensure that the Board remains accountable and responsive to
stockholders.
We note that the New York Comptroller submitted substantially identical versions of the proposal to over eighty
companies for various reasons, failing to draw any distinction between the specific circumstances, company
performance and governance profiles of each individual company. Further, the reason stated by the New York
Comptroller for submitting the proposal to EA has nothing to do with the EA’s governance practices or
procedures or the current composition of our Board. This proposal therefore does not take into account the
Board’s actions to develop a strong corporate governance profile that promotes accountability and
responsiveness to stockholders. In recommending that you vote against this proxy access proposal, the Board
took into account the following factors that underscore the Company’s strong governance profile:
•Active Stockholder Engagement Program: We actively engage with our stockholders on an ongoing
basis to solicit their feedback regarding issues including executive compensation and corporate
governance and have taken actions to implement stockholder feedback when warranted.
•Robust Lead Director Structure: Our Lead Director, who is selected by the independent directors, has
clearly enumerated powers and authorities, such as chairing executive sessions of the Board and the
ability to call meetings of the independent directors.
•Majority-Independent Board of Directors: 7 of our 9 directors are independent under SEC and
NASDAQ rules and have deep expertise in gaming, technology, finance, media, sports, investments, and
value creation.
•Strong Director Succession and Board Refreshment Practices: Our Board is not stale. 44% of our
Board is comprised of directors, who have joined within the last five years.
•Diverse Board. Our Board reflects diversity in experience, skills, race, ethnicity, age and gender.
•Annual Election of Board: All of our directors are elected annually by our stockholders.
•Majority Voting: We have a majority voting standard for the election of directors in uncontested
elections and equal voting rights for all shareholders.
•No Supermajority Provisions: Our governance documents do not contain provisions requiring a
supermajority stockholder vote on any issue.
•No Stockholder Rights Plan: We do not maintain a stockholder rights plan.
We believe the best course of action for EA at this time is to continue discussions with our stockholders and our
review of developing market practices in order to ensure that any significant change to our current governance
framework is appropriately tailored and in the best interest of the Company.
The Board of Directors recommends a vote AGAINST the stockholder proposal
Required 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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