Electronic Arts Inc.
8-K on 08/09/2019   Download
SEC Document
SEC Filing
false0000712515 0000712515 2019-08-08 2019-08-08


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 8, 2019

 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))
 
 
 
 
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.
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






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2019, at Electronic Arts Inc.’s (the “Company”) annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved the Electronic Arts Inc. 2019 Equity Incentive Plan (the “2019 EIP”), as described in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 21, 2019 (the “Proxy Statement”) to replace the Electronic Arts Inc. 2000 Equity Incentive Plan, as amended (the “2000 EIP”), effective as of the date of stockholder approval. The 2019 EIP, which was previously approved, subject to stockholder approval, by the Board of Directors of the Company, permits the Company to grant equity awards with respect to a maximum of (i) 13,500,000 shares of the Company’s common stock, plus (ii) any shares authorized for grant or subject to awards under the 2000 EIP that are not delivered to participants for any reason. The Company’s directors, executive officers and employees are currently eligible to receive equity awards under the 2019 EIP.

A summary of the 2019 EIP is set forth in the Proxy Statement. That summary and the foregoing description of the 2019 EIP is qualified in its entirety by reference to the text of the 2019 EIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 8, 2019, at the Annual Meeting, the stockholders of the Company approved an Amended and Restated Certificate of Incorporation (the “A&R COI”) of the Company that permits holders of 25% or more of the Company’s common stock to call special meetings of the stockholders (the “Special Meeting Right”) and removes separate immaterial and outdated language related to a historical recapitalization of the Company’s equity. Following the Annual Meeting, on August 8, 2019, the Company filed the A&R COI with the Secretary of State of the State of Delaware, at which time the A&R COI became effective. The foregoing description of the A&R COI is qualified in its entirety by reference to the full text of the A&R COI, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On August 8, 2019, the Company’s Board of Directors adopted Amended and Restated Bylaws of the Company (the “A&R Bylaws”) to implement the Special Meeting Right and make other clarifying, conforming and administrative changes as described below. The A&R Bylaws modify Section 1.3 to implement the Special Meeting Right and to provide procedural and informational requirements for stockholders to follow when requesting a special meeting of the stockholders.

The A&R Bylaws also include changes to Sections 1.5 and 1.7 to account for the Special Meeting Right, changes to Articles I, IV and V to delete an officer title not utilized by the Company and ministerial changes to Article I, V, VI, and IX.

The foregoing description of the changes contained in the Company’s A&R Bylaws is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, held on August 8, 2019, our stockholders 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
Leonard S. Coleman
 
227,446,408
 
7,893,952
 
461,503
 
17,284,367
Jay C. Hoag
 
232,189,148
 
3,152,698
 
460,017
 
17,284,367
Jeffrey T. Huber
 
234,046,918
 
1,291,236
 
463,709
 
17,284,367
Lawrence F. Probst III
 
231,727,605
 
3,608,500
 
465,758
 
17,284,367
Talbott Roche
 
234,255,632
 
1,088,272
 
457,959
 
17,284,367
Richard A. Simonson
 
230,488,486
 
4,851,028
 
462,349
 
17,284,367
Luis A. Ubiñas
 
230,979,063
 
4,359,782
 
463,018
 
17,284,367
Heidi J. Ueberroth
 
234,347,376
 
1,000,727
 
453,760
 
17,284,367
Andrew Wilson
 
234,289,435
 
1,065,869
 
446,559
 
17,284,367






2.
Approve, on an advisory basis, the compensation of the named executive officers. The proposal was approved.
For
 
Against
 
Abstain
 
Broker Non-Vote
221,914,065
 
13,388,884
 
498,914
 
17,284,367

3.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020. The appointment was ratified.

For
 
Against
 
Abstain
 
 
243,516,883
 
9,084,777
 
484,570
 
 

4.
Approve the 2019 EIP. The proposal was approved.
For
 
Against
 
Abstain
 
Broker Non-Vote
214,517,265
 
20,790,560
 
494,038
 
17,284,367

5.
Approve an Amended and Restated Certificate of Incorporation to permit stockholders holding 25% or more of the Company’s common stock to call special meetings. The proposal was approved.
For
 
Against
 
Abstain
 
Broker Non-Vote
215,934,216
 
5,078,005
 
14,789,642
 
17,284,367

6.
Consider and vote upon a stockholder proposal to allow stockholders holding 15% or more of the Company’s common stock to call special meetings. The proposal received affirmative votes from 57.49% of the votes cast on the proposal.
For
 
Against
 
Abstain
 
Broker Non-Vote
135,269,787
 
100,010,229
 
521,847
 
17,284,367

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
3.1
 
Amended and Restated Certificate of Incorporation
3.2
 
Amended and Restated Bylaws
10.1
 
2019 Equity Incentive Plan, and related documents*
*Management contract or compensatory plan or arrangement.





INDEX TO EXHIBITS

Exhibit No.
 
Description
 
 
 
*Management contract or compensatory plan or arrangement.






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 8, 2019
By:
/s/ Jacob J. Schatz
 
 
 
Jacob J. Schatz
 
 
 
Executive Vice President, General Counsel and
Corporate Secretary