UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 26, 2012
ELECTRONIC ARTS INC.
(Exact Name of EA as Specified in Its Charter)
| Delaware | 0-17948 | 94-2838567 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
209 Redwood Shores Parkway, Redwood City, California 94065-1175
(Address of Principal Executive Offices) (Zip Code)
(650) 628-1500
(EA’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of EA under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of Electronic Arts Inc., held on July 26, 2012, our stockholders voted on the following proposals and cast their votes as described below.
| 1. | Election of Directors. The individuals listed below were elected to serve a one-year term on the Board of Directors: |
| For | Against | Abstain | Broker Non-vote |
|||||||||||||
| Leonard S. Coleman |
218,802,217 | 27,336,497 | 858,113 | 26,467,579 | ||||||||||||
| Jay C. Hoag |
229,131,671 | 17,017,666 | 847,490 | 26,467,579 | ||||||||||||
| Jeffrey T. Huber |
228,649,425 | 17,494,688 | 852,714 | 26,467,579 | ||||||||||||
| Geraldine B. Laybourne |
229,787,639 | 16,306,523 | 902,665 | 26,467,579 | ||||||||||||
| Gregory B. Maffei |
137,863,429 | 105,456,883 | 3,676,515 | 26,467,579 | ||||||||||||
| Vivek Paul |
232,372,777 | 13,772,674 | 851,376 | 26,467,579 | ||||||||||||
| Lawrence F. Probst III |
240,512,519 | 5,649,195 | 835,113 | 26,467,579 | ||||||||||||
| John S. Riccitiello |
241,170,318 | 4,988,172 | 838,337 | 26,467,579 | ||||||||||||
| Richard A. Simonson |
205,296,981 | 40,850,997 | 848,849 | 26,467,579 | ||||||||||||
| Luis A. Ubiñas |
243,499,847 | 2,646,884 | 850,096 | 26,467,579 | ||||||||||||
In addition, the following matters were voted on, received the number of votes indicated in the tables below, and approved by our stockholders:
| 2. | Amendment to our 2000 Equity Incentive Plan (the “Equity Plan”). The full text of the Equity Plan, as amended, and related documents are being filed as Exhibit 10.1 to this Form 8-K. |
| For |
Against |
Abstain |
Broker Non-vote | |||
| 189,655,740 |
56,473,327 | 867,760 | 26,467,579 |
| 3. | Approval of our Executive Bonus Plan. The full text of the Executive Bonus Plan is being filed as Exhibit 10.2 to this Form 8-K. |
| For |
Against |
Abstain |
Broker Non-vote | |||
| 238,462,123 |
7,460,861 | 1,073,843 | 26,467,579 |
| 4. | Advisory vote regarding the compensation of the Named Executive Officers. |
| For |
Against |
Abstain |
Broker Non-vote | |||
| 144,794,412 |
99,525,082 | 2,677,333 | 26,467,579 |
| 5. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013. |
| For |
Against |
Abstain | ||
| 268,177,092 |
4,405,294 | 882,020 |
For more information about these proposals, please see our proxy statement dated June 8, 2012.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 |
2000 Equity Incentive Plan, as amended, and related documents | |
| 10.2 |
Electronic Arts Inc. Executive Bonus Plan | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, EA has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELECTRONIC ARTS INC. | ||||
| Dated: July 27, 2012 | By: | /s/ Stephen G. Bené | ||
| Stephen G. Bené | ||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 10.1 |
2000 Equity Incentive Plan, as amended, and related documents | |
| 10.2 |
Electronic Arts Inc. Executive Bonus Plan | |