Electronic Arts 2016 Annual Report Download - page 62

2,000,000 shares that may be granted in any fiscal year to a participant or 4,000,000 shares for new
employees in the EIP. Stockholders are asked to confirm these maximum thresholds apply for
performance-based equity awards.
The maximum share limits, eligibility provisions and performance goals, which remain unchanged from
the EIP our stockholders last approved in July 2013, are set forth under sections 3, 7.3 and 24 of the EIP
(the full text of the EIP, as proposed to be amended, was filed with the SEC on June 10, 2016). They are
also described in the material summary of the EIP set forth in Appendix C of this Proxy Statement.
New Plan Benefits
The amount and timing of awards under the EIP are determined in the sole discretion of the Compensation
Committee, as administrator, or the Board of Directors with respect to awards granted to our CEO, and cannot be
determined in advance. Future awards under the EIP to directors, Section 16 Officers and other employees are
discretionary, and therefore not determinable at this time.
Prior Grants to NEOs, Other Employees and Non-Employee Directors under the EIP
As of May 27, 2016, awards covering 130,193,382 shares of common stock have been granted under the EIP.
The following table shows information regarding the grants of those awards among the persons and groups
identified below.
Name:
Number of Shares
Underlying Option, RSU and
PRSU grants(1),(2)
Andrew Wilson ........................................................ 2,713,069
Blake Jorgensen ........................................................ 934,007
Patrick Söderlund ...................................................... 1,905,709
Peter Moore ........................................................... 1,751,445
Kenneth Moss ......................................................... 341,065
All current Section 16 Officers as a group ................................... 11,160,138
All current non-employee directors as a group ................................ 3,557,685
All other employees as a group ............................................ 115,475,559
(1) Information on the number of awards granted is presented without application of the fungible counting method that we use when counting
grants against our share reserve, whereby each share subject to a grant of a stock option is counted as one share of common stock and each
share subject to a grant of a full value award (including RSUs and PRSUs) is counted as 1.43 shares of common stock.
(2) PRSUs included in this number represent the maximum number of shares that can be earned under the awards.
Registration of Shares
If this proposal is approved by our stockholders, the Board of Directors intends to cause the shares of common
stock that will become available for issuance under the amended EIP to be registered on a Form S-8 Registration
Statement to be filed with the SEC at the Company’s expense prior to the issuance of any such shares.
The Board of Directors recommends a vote FOR the proposed amendments to our 2000 Equity Incentive Plan
and re-approval of the material terms of performance-based compensation provided for in the EIP.
Required Vote and Board of Directors’ Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
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