Electronic Arts Inc. Fiscal Year 2015 Proxy Statement and Annual Report Proxy Statement Notice of 2015 Annual Meeting and Proxy Statement [THIS PAGE INTENTIONALLY LEFT BLANK] Electronic Arts Inc. Notice of 2015 Annual Meeting of Stockholders DATE: August 14, 2015 TIME: 2:00 p.m. (Pacific) PLACE: ELECTRONIC ARTS’ HEADQUARTERS Building 250* 209 Redwood Shores Parkway Redwood City, CA 94065 * Please note: Building 250 is located on the headquarters’ campus at 250 Shoreline Drive Proxy Statement MATTERS TO BE VOTED UPON: Agenda Item Board of Directors Recommendation 1. The election of nine members of the Board of Directors to hold office for a one-year term. FOR ALL 2. Advisory vote on the compensation of the named executive officers. FOR 3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year FOR ending March 31, 2016. 4. To consider and vote upon a stockholder proposal to amend our bylaws to permit stockholder proxy access. AGAINST 5. Any other matters that may properly come before the meeting. Any action on the items of business described above may be considered at the 2015 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. Stockholders of record as of the close of business on June 22, 2015 are entitled to notice of the meeting and to attend and vote at the meeting. A live audio webcast of the Annual Meeting will also be made available at http://investor.ea.com. 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 meeting. You may vote on the Internet, in person, by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (“Notice”) you received in the mail, the section titled “Commonly Asked Questions and Answers” beginning on page 5 of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card. 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, 2015, is available at http://investor.ea.com. By Order of the Board of Directors, Jacob J. Schatz Senior Vice President, General Counsel and Corporate Secretary TABLE OF CONTENTS Page 2015 PROXY STATEMENT SUMMARY AND HIGHLIGHTS .................................. 1 Financial and Operating Highlights ....................................................... 1 Executive Compensation Highlights ...................................................... 2 Board Nominees ...................................................................... 3 Corporate Governance Highlights ........................................................ 4 COMMONLY ASKED QUESTIONS AND ANSWERS ........................................ 5 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ................................ 10 Director Biographies ................................................................... 10 Director Independence ................................................................. 12 Board of Directors, Board Meetings, and Committees ........................................ 13 Compensation Committee Interlocks and Insider Participation .................................. 14 Consideration of Director Nominees ...................................................... 15 Global Code of Conduct and Corporate Governance Guidelines ................................. 15 Oversight of Risk Issues ................................................................ 16 Related Person Transactions Policy ....................................................... 16 Certain Relationships and Related Person Transactions ....................................... 17 Section 16(a) Beneficial Ownership Reporting Compliance ................................... 17 Director Attendance at Annual Meeting ................................................... 17 Stockholder Communications with the Board of Directors ..................................... 17 Stockholder Proposals for 2016 Annual Meeting ............................................ 17 Other Business ....................................................................... 18 Report of the Audit Committee of the Board of Directors ...................................... 19 DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES ....................... 21 Fiscal 2015 Director Compensation Table .................................................. 22 COMPENSATION DISCUSSION AND ANALYSIS .......................................... 24 Compensation Committee Report on Executive Compensation ................................. 38 FISCAL 2015 SUMMARY COMPENSATION TABLE ........................................ 39 FISCAL 2015 GRANTS OF PLAN-BASED AWARDS TABLE .................................. 42 OUTSTANDING EQUITY AWARDS AT FISCAL 2015 YEAR-END ............................ 44 FISCAL 2015 OPTION EXERCISES AND STOCK VESTED TABLE ............................ 46 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL .................. 46 EQUITY COMPENSATION PLAN INFORMATION .......................................... 48 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .......... 49 PROPOSALS TO BE VOTED ON ......................................................... 51 Proposal 1: Election of Directors ......................................................... 51 Proposal 2: Advisory Vote on the Compensation of the Company’s Named Executive Officers ........ 52 Proposal 3: Ratification of the Appointment of KPMG LLP, Independent Registered Public Accounting Firm ...................................................................... 53 Proposal 4: Stockholder Proposal ......................................................... 55 APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES .................... A-1 In this Proxy Statement, we may make forward-looking statements regarding future events or the future financial performance of the Company. Statements including words such as “anticipate”, “believe”, “estimate” or “expect” and statements in the future tense are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual events or actual future results to differ materially from those set forth in the forward-looking statements. Please refer to the Annual Report for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement. These forward-looking statements speak only as of the date of this Proxy Statement; we assume no obligation to, and do not necessarily intend to, update these forward-looking statements. i 2015 PROXY STATEMENT SUMMARY AND HIGHLIGHTS This summary highlights certain information contained in this Proxy Statement. It does not contain all the information found in this Proxy Statement, and it is qualified in its entirety by the remainder of this Proxy Statement which was distributed and/or made available via the Internet to stockholders on or about June 26, 2015 along with the Notice of Electronic Arts Inc.’s Annual Meeting of Stockholders, Annual Report and form of proxy. You are encouraged to read the entire Proxy Statement carefully before voting. In this Proxy Statement, the terms “EA”, “we”, “our” or “the Company” refer to Electronic Arts Inc. FINANCIAL AND OPERATING HIGHLIGHTS Fiscal 2015 was a year of exceptional performance for EA. Our core strategies delivered award-winning games and services to our players and deep player engagement. This, together with strong execution, generated excellent financial results for the Company. In addition, for fiscal year 2015, we were the #1 publisher on Xbox One and PlayStation 4 combined. Proxy Statement We accomplished these results while controlling operating expenses through disciplined cost management. Our non-GAAP financial results reflect these accomplishments: we exceeded our net revenue and earnings per share guidance, drove higher gross margins, increased our cash provided by operations and invested in new products and services for the future. In fiscal 2015, our share price increased by 104%, making us the 4th best performing stock in the S&P 500 Index over that time period. As part of our commitment to return value to our stockholders, we also utilized approximately $337 million to repurchase our common stock in fiscal 2015, and in May 2015, we replaced our existing share repurchase authorization with a new $1 billion program. • We generated $4.32 billion in non-GAAP net revenue and delivered $2.51 in non-GAAP diluted earnings per share. • Our non-GAAP digital net revenue increased to $2.23 billion in fiscal 2015 and represented over half of our total non-GAAP net revenue for the first time in Company history. • We delivered non-GAAP net income of $806 million and operating cash flow of $1.07 billion, both records for a fiscal year. • Our non-GAAP operating profit margins increased to nearly 25% from