8-KLeadership ChangesOther EventsExhibits & Filings

ELECTRONIC ARTS INC. 8-K Report, Executive Changes (Nov 19, 2021)

Filed November 19, 2021For Securities:EA

Summary

Electronic Arts Inc. (EA) filed an 8-K on November 19, 2021, reporting significant updates to its Board of Directors and executive compensation plans. A key development is the appointment of Ms. Rachel A. Gonzalez to the Board of Directors, increasing its size to nine. Ms. Gonzalez brings extensive legal and corporate governance experience from companies like Starbucks and Sabre. Her appointment and compensation, primarily through restricted stock units, are detailed, reinforcing the Board's commitment to experienced leadership. Furthermore, EA announced the amendment and restatement of its Change in Control Severance Plan, effective November 19, 2021. While the core severance benefit levels remain unchanged, the updated plan harmonizes treatment of performance-based equity awards, adjusts the number of designated "Specified Employees" to reflect recent organizational changes, and aims to reduce ambiguity. The plan's expiration date has also been extended to 2027. These actions signal proactive corporate governance and executive compensation management by EA.

Key Highlights

  • 1Appointment of Ms. Rachel A. Gonzalez to the Board of Directors, increasing its size to nine.
  • 2Ms. Gonzalez brings significant legal and corporate governance expertise from Starbucks and Sabre.
  • 3Ms. Gonzalez will receive restricted stock units valued at $195,000 and a pro-rated Board retainer.
  • 4The Company's Change in Control Severance Plan has been amended and restated, effective November 19, 2021.
  • 5The restated plan harmonizes treatment of performance-based equity awards and extends its expiration to November 19, 2027.
  • 6Amendments to Corporate Governance Guidelines enhance the role of the Lead Independent Director.
  • 7Limits on the number of public company boards EA directors can serve on have been reduced to align with market developments and promote engagement.

Frequently Asked Questions

Ms. Rachel A. Gonzalez has been appointed to EA's Board of Directors. She brings extensive experience as Executive Vice President and General Counsel of Starbucks Corporation, and previously held senior legal roles at Sabre Corporation. She has also been appointed to the Nominating and Governance Committee of the Board.

The Amended and Restated Change in Control Severance Plan, effective November 19, 2021, harmonizes the treatment of performance-based equity awards with existing agreements, reduces the number of 'Specified Employees' due to organizational changes, clarifies terms to reduce ambiguity, and extends the plan's expiration date to November 19, 2027. The core severance benefit levels remain unchanged.

EA's Corporate Governance Guidelines have been amended to enhance the authority and responsibility of the Lead Independent Director, including involvement in Board meeting agendas and the CEO review process. Additionally, the maximum number of public company boards that EA directors can serve on has been reduced for directors who are Section 16 officers (from five to two) and those who are not (from five to four) to promote director engagement and align with market trends.

Ms. Gonzalez will receive restricted stock units with a value of $195,000, which will vest on the earlier of August 12, 2022, or the 2022 annual stockholders' meeting. She will also receive a pro-rated annual retainer for her Board and committee service for the 2021-22 Board year.