EA Proxy Statement Filed: Focus on Exec Comp & Governance

Ticker: EA · Form: DEF 14A · Filed: Jun 14, 2024 · CIK: 712515

Electronic Arts INC. DEF 14A Filing Summary
FieldDetail
CompanyElectronic Arts INC. (EA)
Form TypeDEF 14A
Filed DateJun 14, 2024
Risk Levellow
Pages14
Reading Time17 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, executive-compensation

Related Tickers: EA

TL;DR

EA proxy out. Vote on exec pay & board nominees.

AI Summary

Electronic Arts Inc. (EA) filed its DEF 14A proxy statement on June 14, 2024, for the fiscal year ending March 31, 2024. The filing details executive compensation, board nominations, and other corporate governance matters. Key proposals include the election of directors and advisory votes on executive compensation.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on executive pay and board composition, impacting the company's strategic direction and accountability.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing corporate governance and executive compensation, not indicating new material risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to provide shareholders with information regarding the annual meeting of stockholders, including proposals for the election of directors, advisory votes on executive compensation, and other corporate governance matters.

When is the fiscal year end for Electronic Arts Inc. that this filing pertains to?

The fiscal year end for Electronic Arts Inc. that this filing pertains to is March 31, 2024.

What is the company's Central Index Key (CIK)?

The company's Central Index Key (CIK) is 0000712515.

Where is Electronic Arts Inc. headquartered?

Electronic Arts Inc. is headquartered at 209 Redwood Shores Parkway, Redwood City, CA 94065.

What is the filing date of this Definitive Proxy Statement?

This Definitive Proxy Statement was filed on June 14, 2024.

Filing Stats: 4,245 words · 17 min read · ~14 pages · Grade level 14.1 · Accepted 2024-06-14 16:15:00

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 44 Fiscal Year 2024 Summary Compensation Table 44 Fiscal Year 2024 Grants of Plan-Based Awards Table 46 Outstanding Equity Awards at Fiscal Year 2024 Year-End Table 48 Potential Payments Upon Termination or Change in Control 50 Fiscal Year 2024 Pay Ratio 53 Pay Versus Performance Table 54 Equity Compensation Plan Information 56 Audit Matters 57 Selection and Engagement of Independent Registered Public Accounting Firm 57 Fees of Independent Auditors 58 Pre-approval Procedures 58 Report of the Audit Committee of the Board of Directors 59 Stock Ownership Information 60

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 60 Stock Ownership Requirements 61 Delinquent Section 16(a) Reports 61 Insider Trading, Anti-Hedging and Anti-Pledging Policies 61 Proposals to be Voted on 62 Proposal 1: Election of Directors 62 Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation 63 Proposal 3: Ratification of the Appointment of KPMG LLP, Independent Public Registered Accounting Firm 64 Proposal 4: Approval of Our Amended and Restated 2019 Equity Incentive Plan 65 Other Information 72 Appendix A: Supplemental Information for CD&A 77 Appendix B: Amended and Restated 2019 Equity Incentive Plan 80 In this Proxy Statement, we make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as "anticipate," "believe," "expect," "intend," "estimate," "plan," "predict," "seek," "goal," "will," "may," "likely," "should," "could," "continue," "potential" (and the negative of any of these terms), "future" and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our business, projections of markets relevant to our business, our corporate responsibility initiatives (including environmental, social and impact matters), uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are aspirational, are not guarantees of future performance and reflect management's current expectations. Statements regarding our corporate responsibility initiatives may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they may also not be considered material for purposes of reportin

: Gender Identity

Part I: Gender Identity Directors 3 5

: Demographic Background*

Part II: Demographic Background* African American or Black - 1 Hispanic or Latinx 1 1 White 2 3 * To see our Board Diversity Matrix as of June 23, 2023, please see the proxy statement filed with the SEC on June 23, 2023. 2024 PROXY STATEMENT 5 Table of Contents PROXY HIGHLIGHTS Corporate Governance Highlights and Report Board Independence Independent director nominees 7 of 8 Independent Lead Director Luis A. Ubias 100% Independent Board committees Yes Conflict of Interest Policy Yes Board Operations Number of incumbent directors that attended at least 75% of all applicable meetings last year 8 of 8 Board evaluations Annual Committee evaluations Annual Director stock ownership requirement Yes, 5x annual retainer Code of Conduct applies to all Board members Yes Director Elections Frequency of Board elections All directors elected annually Voting standard for uncontested elections Majority of votes cast Stockholder proxy access Yes Stockholder Rights Voting rights for all shares One share, one vote Voting rights restrictions (e.g., non-voting shares, golden shares) None Poison pill No Supermajority voting provisions None Right to call special meetings Yes, 15% threshold Stockholder Action by Written Consent Yes, 25% threshold Stockholder access to directors and officers during annual stockholders' meeting Yes Robust stockholder engagement practices Yes 6 Table of Contents PROXY HIGHLIGHTS Engagement with Stockholders EA maintains a robust, year-round stockholder engagement program that allows us to solicit feedback from our stockholders on a variety of topics to help inform the Board's decision-making process. During fiscal year 2024 in advance of our Annual Meeting, we offered meetings with a total of 28 stockholders, which collectively hold approximately 61% of our outstanding stock. We held engagement meetings with every stockholder who a

Executive Compensation

Executive Compensation Feedback on our Compensation programs, including Annual Bonus Program and PRSU Program, and potential go-forward changes under consideration Governance Board refreshment and skills Board oversight Cybersecurity and AI Environmental and Social Matters Our culture and our talent Environmental sustainability progress Environmental, Social and Governance ("ESG") Focus EA is committed to positive impact in our world, and we continue to make progress on our initiatives supporting our players, our communities, our planet, and our company. ESG matters are overseen by our Board of Directors, with specific responsibilities assigned to each of the Board Committees. See page 17 for more information about Board and Committee oversight of ESG. In September 2023, we published our fourth annual Impact Report, detailing our commitments and progress in environmental, social and governance areas that are of interest to our stakeholders. Our disclosures are created with reference to the Sustainability Accounting Solutions Board (SASB) Materiality Map and the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD). We also align our programs and practices with select United Nations Sustainable Development Goals (SDGs), and initiated reporting of our environmental sustainability efforts to the Carbon Disclosure Project (CDP). America's Best Midsize Employers Most Admired Companies Top 100 Most Sustainable Companies Forbes – 2024 Fortune – 2024 Barrons - 2024 2024 PROXY STATEMENT 7 Table of Contents Board of Directors and Corporate Governance Board Nominees and Structure Each of the following director nominees has been nominated for re-election at the Annual Meeting. As set forth below, we believe each of these director nominees brings a valuable and unique perspective to the Board of Directors and has the necessary experience, skills and attributes to serve on the Board of Directors and contrib

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