Selection of Directors
Directors are elected annually by the stockholders at EA’s annual meeting. Between annual meetings, the Board may appoint directors to fill interim vacancies and new directorships and to serve until the next annual meeting and/or until their successors are elected and qualified. At each meeting at which directors are elected, the Board proposes to the stockholders a slate of nominees for election based on its determination as to the suitability of each individual, and the slate as a whole, to serve as directors, taking into account the recommendations of the Nominating and Governance Committee and the membership criteria discussed below.
The Nominating and Governance Committee recommends to the Board nominees for Board membership. In making its recommendations, the Nominating and Governance Committee will consider candidates identified by other directors, members of senior management, outside search services, and stockholders. The Nominating and Governance Committee and the Board are committed to actively seeking highly qualified women and individuals from underrepresented minority groups to include in the pool of potential new directors. A stockholder may recommend a nominee for consideration by the Nominating and Governance Committee by writing to EA’s Corporate Secretary and providing such information as may be determined by the Nominating and Governance Committee from time to time.
Election of Directors
In accordance with EA’s Bylaws, if EA’s Corporate Secretary has not received timely and proper notice from a stockholder indicating an intention to nominate one or more candidates to compete with the Board’s nominees in a director election, or if all such stockholder nominees have been withdrawn or excluded from nomination by the tenth day preceding the date on which EA first mails its notice of meeting to stockholders, then the election of directors will be considered “uncontested”. In the event of an uncontested election of directors, a nominee must receive more votes cast “for” than “against“ his or her election or re-election in order to be elected or re-elected to the Board.
The Board expects a director to tender his or her resignation if he or she fails to receive a majority of votes for reelection in an uncontested election. The Board shall nominate for election or re-election as director only those candidates who have previously tendered or, in the case of candidates who have not yet become members of the Board, have agreed to tender promptly following the meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon (i) a failure to receive a majority of votes at the next meeting at which they face re-election in an uncontested election, and (ii) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of irrevocable resignation tendered by other directors in accordance with these guidelines.
If an incumbent director fails to receive the required majority vote in an uncontested election, the Nominating and Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The director whose resignation is under consideration shall abstain from participating in any decision regarding that resignation. The Nominating and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to recommend/accept a director’s resignation.
The Board will act on the Nominating and Governance Committee’s recommendation within 90 days from the date of the certification of election results and will publicly disclose its decision promptly thereafter.
Extending Invitations to Join the Board
Invitations to join the Board should be extended by the Chairman following Board approval of such nominee.
Board Membership Criteria
The Nominating and Governance Committee shall establish the Board’s criteria for selecting nominees and directors and shall review from time to time the appropriate skills, characteristics and experience required of the Board as a whole, as well as its individual members. The Board considers independence, as well as diversity of background, including race, gender, and professional skills and experiences when evaluating nominees and directors. In evaluating the suitability of individual directors, the Nominating and Governance Committee and the Board will take into account these factors, among others, within the context of the characteristics and needs of the Board as a whole, and EA’s business and strategy, at that time. While the specific needs of the Board may change from time to time, all directors are considered on the basis of the following minimum qualifications:
- the highest level of personal and professional ethics and integrity, including a commitment to EA’s purpose and beliefs;
- practical wisdom and mature judgment;
- broad training and significant leadership experience in business, entertainment, technology, finance, corporate governance, public interest or other disciplines relevant to the long-term success of EA;
- the ability to gain an in-depth understanding of EA’s business; and
- a willingness to represent the best interests of all EA stockholders and objectively appraise management performance.
In determining whether to recommend a director for re-election, the Nominating and Governance Committee also shall consider the director’s tenure on the Board, past attendance at meetings, participation in and contributions to the activities of the Board, the director’s continued independence (including any actual, potential or perceived conflicts of interest), as well as the director’s age and changes in his or her principal occupation or professional status. The Nominating and Governance Committee also shall consider whether a director has submitted an irrevocable resignation, as described above.
Directors are expected to report changes in their primary business or professional status, including retirement, to the Board Chair and the Chair of the Nominating and Governance Committee.
Director Independence
No less than two-thirds of the directors serving on the Board of Directors shall, in the judgment of the Board, meet the criteria for independence set forth in the Nasdaq Marketplace Rules and any other laws, rules or regulations that may be applicable to EA from time to time.
Code of Conduct and Conflicts of Interest
Directors will act at all times in accordance with EA’s Code of Conduct and Conflict of Interest Policy, each of which applies to directors.
Each director is personally responsible for identifying and reporting any actual or apparent conflict of interest to EA’s Chief Legal Officer, the Chair of the Audit Committee, and the Chair of the Nominating and Governance Committee (or, if the director is the Chair of the Audit Committee or Nominating and Governance Committee, another member of the relevant committee). EA’s Code of Conduct, Conflict of Interest Policy and Amended and Restated Bylaws provide procedures for addressing conflicts of interest.
Retirement; Changes in Principal Occupation
A director shall be deemed to have tendered his or her resignation upon the occurrence of either of the following events: (i) a significant change in the director’s principal occupation or professional status; or (ii) reaching the age of 72 years. Based upon the Nominating and Governance Committee’s review of the circumstances giving rise to the director’s deemed resignation, and any other facts or circumstances that the committee deems relevant, the Nominating and Governance Committee will recommend that the Board accept or reject the deemed resignation. If the Board rejects a director’s deemed resignation, then the director will continue to serve until the next annual meeting of stockholders, or until a subsequent deemed resignation occurs. If the Board accepts a director’s deemed resignation, then such resignation will become effective as of a future date determined by the Board.
Other Commitments; Serving on Other Boards
It is the responsibility of each director to ensure that other commitments do not conflict or materially interfere with the director’s responsibilities to EA. Prior to accepting an invitation to serve on another company’s board of directors, the director should first consult the Board Chair, the Chairof the Nominating and Governance Committee and EA’s Chief Legal Officer. Directors shall not serve on more than four boards of public companies (including EA’s Board of Directors), however any director that is a Section 16 officer of a public company shall not serve on more than two boards of public companies (including EA’s Board of Directors).
Size of Board
The Board will periodically evaluate the appropriate size of the Board and make any changes it deems advisable and appropriate.
Term of Office
Directors elected at an EA annual meeting serve for a one-year term and until their successors are elected and qualified. A director who has been appointed by the Board to fill a vacancy or new directorship will serve until re-elected or until his or her successor has been elected at EA’s first annual meeting following the director’s initial appointment by the Board.