Electronic Arts 2016 Annual Report Download - page 63

Proxy Statement
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO OUR 2000 EMPLOYEE STOCK PURCHASE PLAN
The 2000 Employee Stock Purchase Plan (the “ESPP”) was originally approved by our stockholders on July 27,
2000. The ESPP continues to provide our employees with a means of purchasing Company shares through
payroll deductions. Since its adoption, 25,300,000 shares of common stock have been reserved for issuance under
the ESPP. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code,
for participants residing in the United States or working for certain designated subsidiaries. For more information
regarding the ESPP, please read the summary of its material terms, as proposed to be amended included as
Appendix D of this Proxy Statement, and the full text of the ESPP, as proposed to be amended, filed with the
SEC on June 10, 2016.
The following table presents information since the beginning of fiscal 2014 relating to the aggregate number of
shares purchased under the ESPP, as well as the number of employees who have participated in the ESPP:
Shares Purchased
Pursuant to the
ESPP
No. of
Employees
Participating
as of the Last
Purchase Date
in Fiscal Year
Fiscal 2014 ....................................................... 2,203,283 3,806
Fiscal 2015 ....................................................... 1,377,752 3,968
Fiscal 2016 ....................................................... 939,017 4,502
As of the end of our 2016 fiscal year, 5,184,895 shares of common stock remained available for purchase under
the ESPP.
We are proposing an amendment to the ESPP that would increase the number of shares authorized under the
ESPP by 3,000,000 shares to a total of 28,300,000 shares.
The proposed amendment would increase the number of shares authorized under the ESPP by 3,000,000 to a total
of 28,300,000, an amount that we expect will continue to permit all current and potential future employees to
participate in the ESPP through fiscal 2020. Accordingly, the proposal to increase the number of shares
authorized under the ESPP by 3,000,000 was determined based on the assumption that employee participation in
the ESPP and the number of shares purchased will remain consistent with historical levels noted in the table
above. In addition, we determined the dilutive impact to stockholders of this share request of approximately 1%
of fiscal 2016 weighted average common shares outstanding was within a reasonable range given the important
role of the ESPP. The ESPP encourages equity ownership among our employees, which serves to align their
interests with our stockholders. We have not proposed a share increase for the ESPP since the 2013 Annual
Meeting. If this share amount is approved by the stockholders, we do not anticipate asking stockholders to
approve another share increase for the ESPP until the 2019 Annual Meeting.
New Plan Benefits
Because benefits under the ESPP depend on the fair market value of our common stock at various future dates, it
is not possible to determine the benefits that will be received by employees if they participate in the ESPP.
During fiscal year 2016, two NEOs participated in the ESPP. Our directors are ineligible to participate in the
ESPP.
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