8-KShareholder MattersCorporate ChangesExhibits & Filings

ELECTRONIC ARTS INC. 8-K Report, Bylaw Amendment (Aug 1, 2013)

Filed August 1, 2013For Securities:EA

Summary

Electronic Arts Inc. (EA) filed an 8-K report on August 1, 2013, detailing key corporate governance and shareholder voting outcomes from its Annual Meeting held on July 31, 2013. The most significant governance change is the amendment to the company's bylaws to establish Delaware state or federal courts as the exclusive forum for specific types of litigation, including derivative suits and those concerning director/officer fiduciary duties. This move aims to centralize and streamline legal proceedings related to the company's internal affairs. Furthermore, the report confirms that all incumbent directors were re-elected with substantial support from shareholders. Key shareholder-approved proposals included amendments to the 2000 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan, which are crucial for attracting and retaining talent. The company also received shareholder advisory approval on executive compensation and ratified the appointment of KPMG LLP as its independent auditor for the upcoming fiscal year. These outcomes reflect continued shareholder confidence in the board and the company's governance structure.

Key Highlights

  • 1EA amended its bylaws to designate Delaware courts as the exclusive forum for certain shareholder and director/officer litigation, aiming to reduce litigation costs and improve predictability.
  • 2All incumbent directors were re-elected to the Board of Directors with a significant majority of shareholder votes.
  • 3Shareholders approved amendments to the 2000 Equity Incentive Plan, important for employee compensation and retention.
  • 4Shareholders approved an amendment to the 2000 Employee Stock Purchase Plan.
  • 5An advisory vote on the compensation of Named Executive Officers received majority shareholder approval.
  • 6The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2014, was ratified by shareholders.
  • 7The company filed updated Amended and Restated Bylaws, the amended 2000 Equity Incentive Plan, and the amended 2000 Employee Stock Purchase Plan as exhibits.

Frequently Asked Questions

The company amended its bylaws to designate any state or federal court in the State of Delaware as the sole and exclusive forum for specific types of litigation, including derivative litigation on behalf of the company, litigation concerning fiduciary duties of officers and directors, and litigation arising from Delaware corporate law or concerning the company's internal affairs.

All listed incumbent directors were re-elected to serve a one-year term on the Board of Directors, receiving overwhelming support from shareholders.

Yes, shareholders approved the amendments to the 2000 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan.

Yes, the appointment of KPMG LLP as EA's independent registered public accounting firm for the fiscal year ending March 31, 2014, was ratified by the stockholders.