Electronic Arts : FY21 Proxy Statement and Annual Report PDF Format Download

Letter from our CEO and Incoming Board Chair

Dear Fellow Stockholders,

We hope that you and your families are well. During our fiscal year 2021, we navigated through the largest public health crisis of the last 100 years. We also participated in a number of important cultural conversations in our world. Through many challenges, we're proud of how Electronic Arts delivered for our employees, players, communities, and stockholders in fiscal 2021, and positioned ourselves for continued growth and impact in the years ahead.

We Executed our Strategic Priorities While Supporting our People

Our management team acted swiftly and decisively through the year with a focus on the health and well-being of our workforce. Early in the pandemic, we directed our teams to work from home, suspended travel, and adopted new digital collaboration tools. Internal teams were formed to manage the response, we increased the frequency of our communications and employee surveys, and rolled out temporary benefit programs supporting our people and their families. While prioritizing the safety and wellbeing of our global workforce, we continued to execute against our strategic pillars. We launched 13 major games, including many that were supported by robust live services, and led the way with innovative games for a new generation of consoles. We added tens of millions of new players to our global network, and we scaled our subscription offering to new platforms. We also completed three acquisitions to complement our strategy and contribute to future growth. In delivering these achievements, we significantly exceeded our initial revenue, net bookings, and operating cash flow guidance for the fiscal year. The Board is incredibly proud of the extraordinary determination by each and every employee of Electronic Arts, and the incredible resilience of our teams during an unprecedented period.

We Listened to Feedback and Implemented Changes to Compensation Programs

This year, we scaled our engagement efforts, and gained valuable insights from conversations with you about our compensation programs and other matters. We appreciate the time and feedback you shared with us. We are implementing changes to our compensation programs based on that feedback. Detail on these changes can be found starting on page 32 of this Proxy Statement.

Recognizing Larry Probst, our Board Chair

Last month, we announced that Larry Probst is stepping down as Chair of our Board of Directors. Larry's had an incredible impact on our company. During his tenure as an executive and CEO, he led a transformation of our business and our leadership in the industry. His vision drove our global expansion, brought us to new platforms and led to the launch of groundbreaking franchises and genre-defining experiences. For more than 30 years, Larry has been a colleague, a mentor, and a dedicated advocate for so many at Electronic Arts. While he has set the bar very high, I am humbled and honored to have been nominated to succeed him and take on the Board Chair role. Thank you, Larry, for everything you have done for our company and the industry.

Positioned to Lead in the Transformations Ahead

Looking ahead, this is an exciting time of evolution and transformation in the interactive entertainment industry. Two fundamental secular trends have accelerated through the past year, with social interaction moving from physical to digital, and the consumption of sports and entertainment moving from linear to interactive. We are right at the intersection of these two powerful shifts, and we are well-positioned to lead with our deeply talented teams, unmatched portfolio of leading franchises and IP, and cutting-edge technology powering continued growth.

We're proud of Electronic Arts' performance in service of our employees, players, communities, and stockholders during a challenging year for everyone. On behalf of the Board, we thank you for your investment and wish you and your families good health.

Sincerely,

Andrew Wilson

Chief Executive Officer and Incoming Board Chair

2021 Proxy Statement

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Notice of Annual Meeting of Stockholders

Date and Time	Location	Who Can Vote
August 12, 2021 (Thursday)	Virtually at	Stockholders as of June 18, 2021
2:00 pm (Pacific)	www.virtualshareholdermeeting.	are entitled to vote.
	com/EA2021

Voting Items

			Board Vote	For Further
	Proposals	Recommendation	Details
	1.	To elect eight members of the Board of Directors to hold office for a	"FOR" each director	Page 74
		one-year term.	nominee
	2.	To conduct an advisory vote to approve named executive officer compensation.	"FOR"	Page 75
	3.	To ratify the appointment of KPMG LLP as our independent public registered	"FOR"	Page 76
		accounting firm for the fiscal year ending March 31, 2022.
	4.	To amend and restate our Certificate of Incorporation to permit stockholders to	"FOR"	Page 77
		act by written consent.
	5.	To consider and vote upon a stockholder proposal, if properly presented at the	"AGAINST"	Page 79
		Annual Meeting.

Stockholders will also act on any other matters that may properly come before the meeting.

Any action on the items of business described above may be considered at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

This year, we will hold the Annual Meeting virtually. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. We have adopted a virtual format for the Annual Meeting this year to protect our stockholders and employees in light of continuing public health and safety considerations posed by the COVID-19 pandemic. For more information on how to attend the Annual Meeting, please see page 82 of this Proxy Statement.

Your vote is important. You do not need to attend the Annual Meeting to vote if you have submitted your proxy in advance of the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible, so that your shares may be represented at the Annual Meeting.

By Order of the Board of Directors,

Jacob J. Schatz

Executive Vice President, General Counsel and Corporate Secretary

How to Vote

Online Before the Meeting

Visit www.proxyvote.com and follow the instructions provided in the Notice.

Telephone

Follow the instructions provided on your proxy card or voting instruction card.

Mail

Submit your proxy by mail by signing your proxy card, and mail it in the enclosed, postage-paid-envelope.

Online at the Meeting

Attend the Annual Meeting virtually at www.virtualshareholdermeeting

.com/EA2021 and follow the instructions on the website.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on

August 12, 2021.

Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the "Annual Report") for fiscal year ended

March 31, 2021, is available at http://ir.ea.com.

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Table of Contents

Recommendations:
	Page
Letter from our CEO and Incoming Board Chair	1
Notice of 2021 Annual Meeting of Stockholders	2
Inspiring the World to Play in FY 2021	4
Proxy Highlights	6
Board of Directors and Corporate Governance	11
Board Nominees	11
Board Structure and Operations	19
Board's Role and Responsibilities	23
Board Policies	25
Director Compensation	26
Executive Compensation Matters	29
Compensation Discussion & Analysis	30
Executive Summary	30
Compensation Principles	35
Our NEOs' Fiscal 2021 Compensation	37
The Process for Determining Our NEOs' Compensation	55
Other Compensation Practices and Policies	57
Compensation Committee Report on Executive Compensation	59
Executive Compensation Tables	60
Audit Matters	69
Selection and Engagement of Independent Registered Public Accounting Firm	69
Fees of Independent Auditors	70
Pre-approval Procedures	70
Report of the Audit Committee of the Board of Directors	71
Stock Ownership Information	72
Security Ownership of Certain Beneficial Owners and Management	72
Stock Ownership Requirements	73
Insider Trading, Anti-Hedging and Anti-Pledging Policies	73
Proposals to be Voted on
Proposal One: Election of Directors
Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation
Proposal Three: Ratification of the Appointment of KPMG LLP, Independent Public
Registered Accounting Firm
Proposal Four: Amend and Restate our Certificate of Incorporation to Permit
Stockholders to Act by Written Consent
Proposal Five: Stockholder Proposal on Written Consent
Other Information	82
Appendix A: Supplemental Information for CD&A	87
Appendix B: Amended and Restated Certificate of Incorporation	90
Index of Frequently Requested Information
Our COVID-19 Response	5
Board Diversity and Refreshment	7
Corporate Governance Highlights and Report	8
Oversight of Corporate Responsibility	24
Our Stockholder Engagement Program	32

In this Proxy Statement, we may 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" (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 response to the COVID-19 pandemic or the impact of the pandemic to our business, uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and reflect management's current expectations. Our actual results could differ materially from those discussed in the forward-looking statements. Please refer to the Annual Report for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement. These forward-looking statements speak only as of the date of this Proxy Statement; we assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

2021 Proxy Statement

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Inspiring the World to Play in FY 2021

During fiscal 2021, we executed against our strategy against the backdrop of a worldwide pandemic with our global workforce largely working from home. We saw deep player engagement with our games and services. With our continued focus on execution, we generated strong financial results. During fiscal 2021, we released 13 new games, including the annual releases for our FIFA, Madden NFL and NHL franchises, Star Wars Squadrons and Medal of Honor: Above and Beyond. We also expanded our reach, bringing games and services to new generations of consoles released by Sony and Microsoft as well as Google Stadia and expanding the audience for our subscription services by launching EA Play on Steam and integrating with Microsoft GamePass. Our broad and deep portfolio, combined with dynamic live services for FIFA, Madden NFL, Apex Legends™, and The Sims™ 4, among others, drove net revenue and earnings per share above our fiscal 2021 guidance. We generated net revenue of $5.629 billion, diluted earnings per share of $2.87, record cash flow provided by operations of $1.934 billion, and invested in products and services for the future. In addition, during fiscal 2021 we repurchased 5.6 million shares and initiated a quarterly dividend, returning over $800 million to stockholders, and completed the acquisitions of Codemasters Group Holdings plc ("Codemasters"), Glu Mobile Inc. ("Glu Mobile") and Metalhead Software Inc. ("Metalhead"). This Proxy Statement was distributed and/or made available via the Internet to stockholders on or about June 25, 2021 along with the Electronic Arts Inc. Notice of 2021 Annual Meeting of Stockholders, Annual Report and form of proxy.

Fiscal 2021 GAAP Financial Results and

Operating Highlights

$5.629		$2.87		$6.190
billion net revenue		diluted earnings per share		billion net bookings
Live Services and other net revenue
$4.016		$1.934		18.6%
billion, representing 71.3% of		billion operating cash flow		operating profit margins
total net revenue
				Launched
		Initiated quarterly cash dividend of		13 major games
Repurchased			during fiscal 2021, including
	$0.17
5.6 million			FIFA 21, Madden NFL 21,
shares during fiscal 2021		per share		NHL 21, Star Wars™, Squadrons, Medal
		of Honor™: Above and Beyond, and
for $729 million
	in Q3 of fiscal 2021		Need for Speed™ Hot Pursuit
				Remastered, and navigated a major
				platform transition to next generation
				consoles
Over 100 million players		FIFA Ultimate Team players grew		Over 500 million players
of Apex Legends life to date on console/		16%		across our player network within mobile,
PC		year-over-year		console and PC

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