8-KLeadership ChangesExhibits & Filings

ELECTRONIC ARTS INC. 8-K Report, Executive Changes (Nov 10, 2010)

Filed November 10, 2010For Securities:EA

Summary

Electronic Arts Inc. (EA) filed an 8-K report on November 10, 2010, primarily detailing changes to its Board of Directors. Gary M. Kusin retired from the Board after a long tenure of 15 years. Concurrently, Luis A. Ubiñas was appointed as a new independent director and joined the Audit Committee. This report is significant as it signals a transition in board composition and introduces a new director with a background from the Ford Foundation. Investors should note the compensation structure for Mr. Ubiñas, including his annual retainer, Audit Committee fees, and restricted stock units, which vest by August 2011 or the next annual meeting. The appointment of a new director, especially to the Audit Committee, can be viewed as a move to refresh board oversight and potentially bring new perspectives to the company's governance.

Key Highlights

  • 1Gary M. Kusin, a long-serving director since 1995, retired from the EA Board of Directors.
  • 2Luis A. Ubiñas was appointed as a new independent director to the Board.
  • 3Mr. Ubiñas has been appointed to the Audit Committee, replacing Mr. Kusin.
  • 4Mr. Ubiñas will receive an annual retainer of $50,000 as a non-employee director.
  • 5An additional $10,000 per year will be paid to Mr. Ubiñas for his service on the Audit Committee.
  • 6Mr. Ubiñas will receive 7,500 restricted stock units, vesting by August 5, 2011, or the next annual meeting.
  • 7EA has attached a press release (Exhibit 99.1) detailing these board changes.

Frequently Asked Questions

The 8-K filing states that Gary M. Kusin retired from the Board of Directors on November 9, 2010, at a regularly-scheduled meeting. No specific reason for his retirement was provided in this filing beyond it being a retirement.

Luis A. Ubiñas is the President of the Ford Foundation. He has been appointed as a new independent director to Electronic Arts Inc.'s Board and also serves on its Audit Committee.

Mr. Ubiñas will receive an annual retainer of $50,000 as a non-employee director, plus an additional $10,000 per year for his service on the Audit Committee. He will also be granted 7,500 restricted stock units that will vest by August 5, 2011, or the date of the next annual stockholder meeting.

Mr. Ubiñas' appointment to the Audit Committee, replacing Mr. Kusin, suggests a shift in the board's oversight capabilities, particularly in financial matters. His background as President of the Ford Foundation may bring a different perspective to the committee's work and EA's governance.