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Mr. Wilson’S Re-Election to the Board of Directors at the Annual Meeting

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Mr. Wilson’S Re-Election to the Board of Directors at the Annual Meeting Letter from our CEO and Incoming Board Chair Dear Fellow Stockholders, We hope that you and your families are well. During our fiscal year 2021, we navigated through the largest public health crisis of the last 100 years. We also participated in a number of important cultural conversations in our world. Through many challenges, we’re proud of how Electronic Arts delivered for our employees, players, communities, and stockholders in fiscal 2021, and positioned ourselves for continued growth and impact in the years ahead. We Executed our Strategic Priorities While Supporting our People Our management team acted swiftly and decisively through the year with a focus on the health and well-being of our workforce. Early in the pandemic, we directed our teams to work from home, suspended travel, and adopted new digital collaboration tools. Internal teams were formed to manage the response, we increased the frequency of our communications and employee surveys, and rolled out temporary benefit programs supporting our people and their families. While prioritizing the safety and wellbeing of our global workforce, we continued to execute against our strategic pillars. We launched 13 major games, including many that were supported by robust live services, and led the way with innovative games for a new generation of consoles. We added tens of millions of new players to our global network, and we scaled our subscription offering to new platforms. We also completed three acquisitions to complement our strategy and contribute to future growth. In delivering these achievements, we significantly exceeded our initial revenue, net bookings, and operating cash flow guidance for the fiscal year. The Board is incredibly proud of the extraordinary determination by each and every employee of Electronic Arts, and the incredible resilience of our teams during an unprecedented period. We Listened to Feedback and Implemented Changes to Compensation Programs This year, we scaled our engagement efforts, and gained valuable insights from conversations with you about our compensation programs and other matters. We appreciate the time and feedback you shared with us. We are implementing changes to our compensation programs based on that feedback. Detail on these changes can be found starting on page 32 of this Proxy Statement. Recognizing Larry Probst, our Board Chair Last month, we announced that Larry Probst is stepping down as Chair of our Board of Directors. Larry’s had an incredible impact on our company. During his tenure as an executive and CEO, he led a transformation of our business and our leadership in the industry. His vision drove our global expansion, brought us to new platforms and led to the launch of groundbreaking franchises and genre-defining experiences. For more than 30 years, Larry has been a colleague, a mentor, and a dedicated advocate for so many at Electronic Arts. While he has set the bar very high, I am humbled and honored to have been nominated to succeed him and take on the Board Chair role. Thank you, Larry, for everything you have done for our company and the industry. Positioned to Lead in the Transformations Ahead Looking ahead, this is an exciting time of evolution and transformation in the interactive entertainment industry. Two fundamental secular trends have accelerated through the past year, with social interaction moving from physical to digital, and the consumption of sports and entertainment moving from linear to interactive. We are right at the intersection of these two powerful shifts, and we are well-positioned to lead with our deeply talented teams, unmatched portfolio of leading franchises and IP, and cutting-edge technology powering continued growth. We’re proud of Electronic Arts’ performance in service of our employees, players, communities, and stockholders during a challenging year for everyone. On behalf of the Board, we thank you for your investment and wish you and your families good health. Sincerely, Andrew Wilson Chief Executive Officer and Incoming Board Chair 2021 Proxy Statement 1 Notice of Annual Meeting of Stockholders Date and Time Location Who Can Vote August 12, 2021 (Thursday) Virtually at Stockholders as of June 18, 2021 2:00 pm (Pacific) www.virtualshareholdermeeting. are entitled to vote. com/EA2021 Voting Items Board Vote For Further Proposals Recommendation Details 1. To elect eight members of the Board of Directors to hold office for a “FOR” each director Page 74 one-year term. nominee 2. To conduct an advisory vote to approve named executive officer compensation. “FOR” Page 75 3. To ratify the appointment of KPMG LLP as our independent public registered “FOR” Page 76 accounting firm for the fiscal year ending March 31, 2022. 4. To amend and restate our Certificate of Incorporation to permit stockholders to “FOR” Page 77 act by written consent. 5. To consider and vote upon a stockholder proposal, if properly presented at the “AGAINST” Page 79 Annual Meeting. Stockholders will also act on any other matters that may properly come before the meeting. Any action on the items of business described above may be considered at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. This year, we will hold the Annual Meeting virtually. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. We have adopted a virtual format for the Annual Meeting this year to protect our stockholders and employees in light of continuing public health and safety considerations posed by the COVID-19 pandemic. For more information on how to attend the Annual Meeting, please see page 82 of this Proxy Statement. Your vote is important. You do not need to attend the Annual Meeting to vote if you have submitted your proxy in advance of the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible, so that your shares may be represented at the Annual Meeting. By Order of the Board of Directors, Jacob J. Schatz Executive Vice President, General Counsel and Corporate Secretary How to Vote Online Before the Meeting Telephone Mail Online at the Meeting Visit www.proxyvote.com Follow the instructions Submit your proxy by mail by Attend the Annual Meeting and follow the instructions provided on your proxy card signing your proxy card, and virtually at provided in the Notice. or voting instruction card. mail it in the enclosed, www.virtualshareholdermeeting postage-paid-envelope. .com/EA2021 and follow the instructions on the website. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 12, 2021. Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the “Annual Report”) for fiscal year ended March 31, 2021, is available at http://ir.ea.com. 2 Table of Contents Recommendations: Page In this Proxy Statement, we Letter from our CEO and Incoming Board Chair 1 may make forward-looking Notice of 2021 Annual Meeting of Stockholders 2 statements regarding future Inspiring the World to Play in FY 2021 4 events or the future financial Proxy Highlights 6 performance of the Company. We use words Board of Directors and Corporate Governance 11 such as “anticipate,” Board Nominees 11 “believe,” “expect,” Board Structure and Operations 19 “intend,” “estimate,” Board’s Role and Responsibilities 23 “plan,” “predict,” “seek,” Board Policies 25 “goal,” “will,” “may,” Director Compensation 26 “likely,” “should,” Executive Compensation Matters 29 “could” (and the negative of Compensation Discussion & Analysis 30 any of these terms), “future” Executive Summary 30 and similar expressions to Compensation Principles 35 identify forward-looking Our NEOs’ Fiscal 2021 Compensation 37 statements. In addition, any The Process for Determining Our NEOs’ Compensation 55 statements that refer to Other Compensation Practices and Policies 57 projections of our future Compensation Committee Report on Executive Compensation 59 financial performance, Executive Compensation Tables 60 trends in our business, projections of markets Audit Matters 69 relevant to our business, our Selection and Engagement of Independent Registered Public Accounting Firm 69 response to the COVID-19 Fees of Independent Auditors 70 pandemic or the impact of Pre-approval Procedures 70 the pandemic to our Report of the Audit Committee of the Board of Directors 71 business, uncertain events Stock Ownership Information 72 and assumptions and other Security Ownership of Certain Beneficial Owners and Management 72 characterizations of future Stock Ownership Requirements 73 events or circumstances are forward-looking statements. Insider Trading, Anti-Hedging and Anti-Pledging Policies 73 These forward-looking Proposals to be Voted on statements are not Proposal One: Election of Directors guarantees of future performance and reflect Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation management’s current Proposal Three: Ratification of the Appointment of KPMG LLP, Independent Public expectations. Our actual Registered Accounting Firm results could differ materially Proposal Four: Amend and Restate our Certificate of Incorporation to Permit from those discussed in the Stockholders to Act by Written Consent forward-looking statements. Please refer to the Annual Proposal
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