8-KLeadership ChangesShareholder MattersCorporate Changes+1

ELECTRONIC ARTS INC. 8-K Report, Executive Changes (Aug 9, 2019)

Filed August 9, 2019For Securities:EA

Summary

Electronic Arts Inc. (EA) filed an 8-K report on August 9, 2019, detailing key outcomes from its annual stockholder meeting held on August 8, 2019. The most significant developments for investors include the approval of the new 2019 Equity Incentive Plan (2019 EIP) and an Amended and Restated Certificate of Incorporation (A&R COI). The 2019 EIP replaces the previous 2000 plan and allows for the granting of equity awards, with a maximum of 13,500,000 shares of common stock plus any unused shares from the prior plan. The A&R COI, effective immediately after its filing with the Delaware Secretary of State, grants stockholders holding 25% or more of the company's common stock the right to call special meetings. These actions reflect the company's ongoing efforts to align executive compensation with shareholder interests and enhance corporate governance.

Key Highlights

  • 1Stockholders approved the Electronic Arts Inc. 2019 Equity Incentive Plan (2019 EIP), replacing the 2000 EIP and permitting equity awards up to 13,500,000 shares plus unused shares from the prior plan.
  • 2An Amended and Restated Certificate of Incorporation (A&R COI) was approved, granting stockholders holding 25% or more of common stock the ability to call special meetings.
  • 3The company's directors and executive officers are eligible to receive equity awards under the new 2019 EIP.
  • 4The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2020, was ratified by stockholders.
  • 5Stockholders approved, on an advisory basis, the compensation of the named executive officers.
  • 6A stockholder proposal to allow holders of 15% or more of common stock to call special meetings received affirmative votes from 57.49% of the votes cast, though the company's A&R COI sets this threshold at 25%.

Frequently Asked Questions

The 2019 EIP, approved by stockholders, is a new equity incentive plan designed to attract, retain, and motivate employees, directors, and officers. It replaces the older 2000 EIP and authorizes the company to grant equity awards, providing a mechanism for aligning employee interests with those of shareholders. The plan allows for a significant pool of shares to be used for these awards.

The Amended and Restated Certificate of Incorporation (A&R COI) and Amended and Restated Bylaws (A&R Bylaws) were approved. Key changes include empowering stockholders who own 25% or more of the company's common stock to call special meetings, which is a notable shift in corporate governance. Minor administrative and conforming changes were also made.

A stockholder proposal to allow holders of 15% or more of the company's common stock to call special meetings received majority support, with 57.49% of the votes cast in favor. However, the company's Board of Directors proposed and stockholders approved a higher threshold of 25% in the A&R COI.

No, there were no changes to the company's auditors. Stockholders ratified the appointment of KPMG LLP as Electronic Arts Inc.'s independent registered public accounting firm for the fiscal year ending March 31, 2020.