Electronic Arts 2016 Annual Report Download - page 12
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CORPORATE GOVERNANCE HIGHLIGHTS & REPORT
Board Independence Board Operations
Independent Director Nominees 8 of 10 Number of directors that attended
100% of board and standing
committee meetings in fiscal 2016;
number of directors that attended
at least 86% of all meetings
7of9*
9of9*
Independent Lead Director Luis A. Ubiñas Board Evaluations Annual
Independent Board Committees All Committee Evaluations Annual
Conflict of Interest Policy Yes Director stock ownership
requirement
Yes, 5x
retainer
Director Elections Stockholder Rights
Frequency of board elections Annual Voting rights for all shares One-share,
one-vote
Voting standard for uncontested
elections
Majority of votes
cast
Poison Pill No
Stockholder proxy access Adopted May 2016 Supermajority Voting Provisions None
* Talbott Roche was appointed to the Board of Directors in June 2016, and is not included for purposes of fiscal 2016 director attendance.
Adoption of Proxy Access: In May 2016, our Board of Directors adopted a proxy access bylaw that permits
stockholders owning three percent or more of our outstanding shares of common stock for a period of at least
three years to include in our proxy statement nominees for election equal to the greater of two directors or twenty
percent of our Board of Directors, so long as the nominating stockholder(s) and the nominee satisfy the
requirements specified in our Amended and Restated Bylaws. The number of stockholders who may aggregate
their shares to meet the three percent ownership threshold is limited to twenty.
Prior to adopting proxy access, Company management and our Board of Directors closely monitored proxy
access developments and engaged with stockholders representing over 43% of our outstanding shares. After
considering feedback from our stockholder engagement, as well as the non-binding stockholder proposal that
passed at our 2015 Annual Meeting and our review of market developments, our Board of Directors adopted
proxy access that best serves the interest of the Company and our stockholders.
A substantial majority of our stockholders favored provisions that differed from the specific terms of the non-
binding stockholder proposal that passed at our 2015 Annual Meeting, such as limiting the number of
stockholders that are able to aggregate their shares in order to meet the three percent ownership requirement and
fixing the number of allowable proxy access nominees at the greater of two directors or twenty percent of our
Board of Directors. Stockholders will be able to propose proxy access nominees beginning with our 2017 Annual
Meeting.
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