Electronic Arts 2008 Annual Report Download - page 20

PROPOSALS TO BE VOTED ON
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, stockholders will elect eight directors to hold office for a one-year term until the next
Annual Meeting (or until their respective successors are elected and qualified). All nominees have consented
to serve a one-year term, if elected.
In May 2008, Timothy Mott announced his retirement from the Board, effective as of the commencement of
the 2008 Annual Meeting, and therefore will not be standing for re-election. Accordingly, immediately upon
Mr. Mott’s retirement at the commencement of the 2008 Annual Meeting, the authorized size of our Board
will be reduced to eight directors.
The Board has nominated the following directors to stand for re-election:
• Leonard S. Coleman
• Gary M. Kusin
• Gregory B. Maffei
• Vivek Paul
• Lawrence F. Probst III
• John S. Riccitiello
• Richard A. Simonson
• Linda J. Srere
Required Vote and Board of Directors’ Recommendation
In accordance with our bylaws, if EA’s Corporate Secretary has not received timely and proper notice from a
stockholder indicating an intention to nominate one or more candidates to compete with the Board’s nominees
in a director election, or if such stockholder has withdrawn all such nominations by the tenth day preceding
the date on which we first mail our notice of meeting to stockholders, then the election of directors will be
considered “uncontested”. We did not receive notice from a stockholder indicating an intention to nominate
one or more candidates for election at the 2008 Annual Meeting, therefore the 2008 election will be
uncontested. As such, each nominee must receive more votes cast “for” than “against” his or her re-election in
order to be re-elected to the Board. Shares represented by your proxy will be voted by the proxy holders “for”
the election of the eight 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.
In accordance with our Corporate Governance Guidelines, the Board expects a director to tender his or her
resignation if he or she fails to receive the required number of votes for re-election in an uncontested election.
The Board shall nominate for election or re-election as director only candidates who have previously tendered
or, in the case of candidates who have not yet become members of the Board, have agreed to tender promptly
following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that
will be effective upon (i) a failure to receive the required majority vote at the next annual or special meeting
at which they face re-election in an uncontested election, and (ii) Board acceptance of such resignation. In
addition, the Board shall fill director vacancies and new directorships only with candidates who agree to
tender, promptly following their appointment to the Board, the same form of irrevocable resignation tendered
by other directors in accordance with these guidelines.
If an incumbent director fails to receive the required majority vote in an uncontested election, 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. The Board expects
the director whose resignation is under consideration to abstain from participating in any decision regarding
that resignation. The Nominating and Governance Committee and the Board may consider any factors they
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