8-K
Electronic Arts Inc. (EA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 10, 2023
ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 0-17948 | 94-2838567 | |||||
|---|---|---|---|---|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 209 Redwood Shores Parkway, | Redwood City, | California | 94065-1175 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) | (650) | 628-1500 | ||||
| --- | --- | --- | |||||
| (Registrant’s Telephone Number, Including Area Code) | (Former Name or Former Address, if Changed Since Last Report) | ||||||
| --- | Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||||||
| --- | --- | --- | |||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Securities registered pursuant to Section 12(b) of the Act: | |||||
| --- | --- | --- | |||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | |||||
| Common Stock, $0.01 par value | EA | NASDAQ Global Select Market | |||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |||||||
| --- | --- | ||||||
| Emerging growth company | ☐ | ||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At Electronic Arts Inc.'s (the "Company") annual meeting of stockholders, held on August 10, 2023, the stockholders of the Company voted on the following proposals and cast their votes as described below:
1. Election of Directors. The individuals listed below were elected to serve on the Board until the next annual meeting of stockholders or until his or her successor is elected and qualified.
| For | Against | Abstain | Broker Non-Vote | |
|---|---|---|---|---|
| Kofi A. Bruce | 226,190,312 | 3,278,493 | 306,892 | 14,273,628 |
| Rachel A. Gonzalez | 222,603,493 | 6,940,380 | 231,824 | 14,273,628 |
| Jeffrey T. Huber | 218,604,981 | 10,932,690 | 238,026 | 14,273,628 |
| Talbott Roche | 221,761,253 | 7,776,635 | 237,809 | 14,273,628 |
| Richard A. Simonson | 217,865,968 | 11,670,906 | 238,823 | 14,273,628 |
| Luis A. Ubiñas | 216,809,244 | 12,728,350 | 238,103 | 14,273,628 |
| Heidi J. Ueberroth | 226,530,455 | 3,013,353 | 231,889 | 14,273,628 |
| Andrew Wilson | 209,825,609 | 18,364,484 | 1,585,604 | 14,273,628 |
2. Advisory vote to approve named executive officer compensation.
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 211,651,735 | 17,533,787 | 590,175 | 14,273,628 |
3. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024.
| For | Against | Abstain |
|---|---|---|
| 223,080,117 | 20,768,575 | 200,633 |
4. Advisory vote regarding the frequency of holding future advisory votes on the compensation of named executive officers.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 227,286,884 | 24,507 | 2,248,847 | 215,459 | 14,273,628 |
Based on these results, and consistent with the Board's determination, the Company will continue to hold an advisory vote on the compensation of named executive officers every year.
5. Consider and vote upon a stockholder proposal on termination pay.
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 20,891,433 | 208,246,143 | 638,121 | 14,273,628 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELECTRONIC ARTS INC. | |||
|---|---|---|---|
| Dated: | August 14, 2023 | By: | /s/ Jacob J. Schatz |
| Jacob J. Schatz | |||
| Chief Legal Officer and Corporate Secretary |