Electronic Arts 2016 Annual Report Download - page 65

Proxy Statement
PROPOSAL 5: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED
EXECUTIVE OFFICERS
In accordance with the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect
to the compensation of our NEOs for fiscal 2016. This vote, which is undertaken by us annually, is not intended
to address any specific item of compensation, but rather the overall compensation of our NEOs and the
compensation philosophy, policies and practices, as disclosed in this Proxy Statement.
We have previously submitted advisory say-on-pay proposals for each fiscal year beginning with fiscal 2011 and
have received majority stockholder support for the compensation of our NEOs for each of these years.
In response to stockholder concerns with certain of our past executive compensation programs, in connection
with the say on pay vote at our 2014 Annual Meeting we engaged with stockholders representing over 53% of
our outstanding shares to solicit their perspective on our executive compensation programs. The Compensation
Committee considered this input, along with a variety of other factors, and adopted changes to our executive
compensation program in fiscal 2015, which were implemented in fiscal 2016. We eliminated stock options,
which had comprised 25% of the equity awards in fiscal 2015 and proportionally increased the percentage of
performance-based equity awards by 25% to 50% in lieu of the stock options. In addition, we added a cash flow
metric to the financial objectives of our NEOs’ fiscal 2016 cash bonuses. Our stockholders responded well to
those changes and we received a favorable 98% of votes cast for our annual say on pay advisory proposal at our
2015 Annual Meeting. EA’s management, the Compensation Committee and the Board of Directors are
committed to maintaining a pay-for-performance alignment in our executive compensation programs and
continue to solicit feedback from our stockholders regarding our programs and practices.
We encourage you to read the “Compensation Discussion and Analysis” at pages 25 through 37 for additional
details on our executive compensation programs and the fiscal 2016 compensation of our NEOs.
We believe our compensation programs and policies for fiscal 2016 were consistent with our core compensation
principles, supported by strong compensation governance practices and are worthy of continued stockholder
support. Accordingly, we ask for our stockholders to indicate their support for the compensation paid to our
NEOs, by voting “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the
named executive officers for fiscal 2016, as disclosed in the Compensation Discussion and Analysis, the
compensation tables and the related narrative disclosures in this Proxy Statement.”
Although the vote is advisory and non-binding, our Board of Directors and Compensation Committee value the
opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in
evaluating the future compensation of our NEOs.
The Board of Directors recommends a vote FOR the approval of the foregoing resolution.
Advisory Vote
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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