8-KLeadership ChangesExhibits & Filings

ELECTRONIC ARTS INC. 8-K Report, Executive Changes (Sep 7, 2011)

Filed September 7, 2011For Securities:EA

Summary

Electronic Arts Inc. (EA) filed an 8-K on September 7, 2011, to announce a significant change in its board composition. The company appointed Jay Hoag, a founding general partner at Technology Crossover Ventures, as an independent director. This appointment increases the size of the Board of Directors from ten to eleven members and includes Mr. Hoag's placement on the Executive Compensation and Leadership Committee. This move is noteworthy for investors as it brings a seasoned venture capital executive with expertise in technology and growth companies onto EA's board. His compensation structure includes an annual retainer, committee fees, and restricted stock units, aligning his interests with those of other non-employee directors and, by extension, shareholders. The addition of Mr. Hoag may signal a strategic focus on innovation or growth initiatives.

Key Highlights

  • 1Appointment of Jay Hoag as an independent director to the Board of Directors, effective September 6, 2011.
  • 2The Board size has been increased from ten to eleven directors.
  • 3Mr. Hoag, a founding general partner at Technology Crossover Ventures, brings expertise in private equity and venture capital.
  • 4Mr. Hoag has been appointed to the Executive Compensation and Leadership Committee.
  • 5Annual compensation for Mr. Hoag includes a $50,000 retainer and $7,500 for committee service.
  • 6Mr. Hoag is eligible to receive 9,166 restricted stock units, vesting on a pro-rated basis.
  • 7A press release detailing the appointment is attached as an exhibit.

Frequently Asked Questions

Jay Hoag is a founding general partner at Technology Crossover Ventures, a venture capital firm. He was appointed as an independent director to Electronic Arts' Board of Directors to leverage his experience in technology and investment. This appointment expands the board and adds a new perspective, particularly on the Executive Compensation and Leadership Committee.

Mr. Hoag's appointment increases the total number of directors on the Board from ten to eleven. He joins as an independent director and has also been added to the Executive Compensation and Leadership Committee.

Mr. Hoag will receive an annual retainer of $50,000 as a non-employee director. Additionally, he will receive $7,500 annually for his service on the Executive Compensation and Leadership Committee. He is also eligible to receive 9,166 restricted stock units, which are subject to vesting requirements.

The 9,166 restricted stock units granted to Mr. Hoag are intended to align his interests with those of EA's shareholders. These units reflect a pro-rated portion of the awards given to other non-employee directors and will vest by July 28, 2012, or at the next annual stockholder meeting, whichever comes first.