Electronic Arts 2016 Annual Report Download - page 26

Other Relationships
We enter into commercial dealings with Google Inc., including arrangements to provide Android applications on the
Google Play platform and to utilize a variety of Google’s advertising and analytics services. Mr. Huber, one of our
directors, worked as Senior Vice President at Google and, from October 2015, at Alphabet, Google’s newly formed
parent company, working on projects in the Google X division. While Mr. Huber was employed by Google/
Alphabet, he had no involvement in Google’s commercial dealings with EA and had no material direct or indirect
interest in these transactions. Therefore, we do not consider these dealings to be “related person transactions.” In
February 2016, Mr. Huber left Google/Alphabet and began serving as the Chief Executive Officer of GRAIL, Inc.
We also enter into commercial dealings with Blackhawk Network Holdings, Inc. whereby Blackhawk Network
Holdings offers EA-branded gift cards. Ms. Roche, one of our directors, is the Chief Executive Officer of
Blackhawk Network Holdings. The amounts involved in the transactions between the Company and Blackhawk
Network Holdings did not exceed $100,000 during fiscal 2016 and Ms. Roche had no material direct or indirect
interest in these transactions. Therefore we do not consider these dealings to be “related person transactions”
within the meaning of applicable SEC rules. Our Board of Directors considered our dealings with Blackhawk
Network Holdings in reaching its determination that Ms. Roche is an independent director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We have adopted procedures to assist EA’s directors and officers in complying with the requirements of
Section 16(a) of the Exchange Act, which include assisting officers and directors in preparing forms for filing.
To EA’s knowledge, based solely upon review of such reports furnished to us and written representations that no
other reports were required, we believe that all Section 16(a) filing requirements applicable to our officers and
directors were timely met during fiscal 2016.
DIRECTOR ATTENDANCE AT ANNUAL MEETING
Our directors are expected to make every effort to attend the Annual Meeting. All nine directors who were
elected at the 2015 Annual Meeting of stockholders attended the meeting.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
EA stockholders may communicate with the Board of Directors as a whole, with a committee of the Board of
Directors, or with an individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc.,
209 Redwood Shores Parkway, Redwood City, CA 94065, or by sending an email to
[email protected]. Our Corporate Secretary will forward to the Board of Directors all
communications that are not of a commercial or frivolous nature or otherwise inappropriate for their
consideration. For further information regarding the submission of stockholder communications, please visit the
Investor Relations section of our website at http://investor.ea.com.
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
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