Electronic Arts 2016 Annual Report Download - page 14

What am I voting on?
We are asking you to:
• Elect Leonard S. Coleman, Jay C. Hoag, Jeffrey T. Huber, Vivek Paul, Lawrence F. Probst III, Talbott
Roche, Richard A. Simonson, Luis A. Ubiñas, Denise F. Warren and Andrew Wilson to the Board of
Directors to hold office for a one-year term (Proposal 1);
• Approve amendments to our Executive Bonus Plan (the “Executive Bonus Plan”) to increase participants’
bonus target cap to 200% of base salary and increase the maximum annual bonus payment that
participants can receive to 300% of bonus target and an approval related to the Company’s ability to
deduct equity-based compensation for income tax purposes (Proposal 2);
• Approve amendments to the Company’s 2000 Equity Incentive Plan (the “EIP”) to increase the number of
shares of common stock authorized under the EIP by 12,900,000 shares, add an upper limit of $1,200,000
(in aggregate from grants of annual awards and shares-in-lieu of cash compensation) that may be granted
in any fiscal year to a non-employee director and approvals related to the Company’s ability to deduct
equity-based compensation for income tax purposes (Proposal 3);
• Approve an amendment to the 2000 Employee Stock Purchase Plan (the “ESPP”) to increase the number
of shares of common stock reserved for issuance under the ESPP by 3,000,000 shares (Proposal 4);
• Cast an advisory vote on the compensation of the Company’s named executive officers (Proposal 5); and
• Ratify the appointment of KPMG LLP as the Company’s independent public registered accounting firm
for the fiscal year ending March 31, 2017 (Proposal 6).
How do I vote my shares if I won’t be able to attend the Annual Meeting in person?
You do not need to attend the Annual Meeting in person in order to vote. You may, instead, vote on the Internet,
by telephone or by mail (if you have received printed proxy materials). By doing so, you are giving a proxy
appointing Andrew Wilson (the Company’s Chief Executive Officer), Blake Jorgensen (the Company’s Chief
Financial Officer), and Jacob Schatz (the Company’s General Counsel and Corporate Secretary) or any of them,
each with power of substitution, to vote your shares at the Annual Meeting, or any adjournment thereof, as you
have instructed. If a proposal comes up for a vote at the Annual Meeting for which you have not indicated an
instruction, Mr. Wilson, Mr. Jorgensen and Mr. Schatz, or any one of them, will vote your shares according to
their best judgment. Even if you currently plan to attend the Annual Meeting, it is a good idea to vote on the
Internet, by telephone or, if you received printed proxy materials, to complete and return your proxy card before
the meeting date, in case your plans change.
•On the Internet or by Telephone — If you have Internet access, you may submit your proxy online by
following the instructions provided in the Notice, or you may vote by telephone by following the
instructions provided on your proxy card or voting instruction card.
•By Mail — If you receive printed proxy materials, you may submit your proxy by mail by signing your
proxy card or, for shares held in street name, by following the voting instructions included by your
broker, trustee or nominee, and mailing it in the enclosed, postage-paid envelope. If you provide specific
voting instructions, your shares will be voted as you have instructed.
What does it mean if I receive more than one Notice or proxy card?
It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all
proxy cards, or follow the instructions on each proxy card to vote by telephone or on the Internet, to ensure that
all your shares are voted.
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