Electronic Arts 2016 Annual Report Download - page 16

present at the Annual Meeting for purposes of establishing a quorum and entitled to vote with respect to that
proposal, but is not considered a vote cast with respect to that proposal. Thus, abstentions will not affect the
outcome of any matter being voted on at the Annual Meeting. If you sign and return your proxy without voting
instructions, your shares will be voted as recommended by the Board of Directors.
What is the effect of a “broker non-vote” on the proposals to be voted on at the Annual Meeting?
If your shares are held by a broker, bank or other nominee or trustee and you do not provide your broker, bank or
other nominee or trustee with voting instructions, your shares may constitute “broker non-votes.” Broker non-
votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the
beneficial owners and instructions are not given. These matters are referred to as “non-routine” matters. All of
the matters scheduled to be voted on at the Annual Meeting are “non-routine,” except for the proposal to ratify
the appointment of KPMG LLP as our independent auditors for fiscal 2017. In tabulating the voting results for
any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal.
Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting. If your
shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank,
broker or other nominee as to how you wish your shares to be voted.
How many votes must the nominees receive to be elected as directors?
In an uncontested election, our Amended and Restated 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 2016 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 ten 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 ten nominees.
How many votes are required to approve each of the other proposals?
The amendments to the Executive Bonus Plan, the EIP, and the ESPP, the advisory vote on the compensation of
the named executive officers, and the ratification of KPMG LLP 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
an advisory vote, the proposal on the compensation of the named executive officers is non-binding. Although this
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