Electronic Arts Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EA
Services-Misc. Amusement & Recreation
Consumer Discretionary
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 14, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2025, the Board of Directors (the "Board") of Electronic Arts Inc. (the "Company") approved an amendment and restatement of the Company’s Change in Control Severance Plan following a review of the plan. The material amendments include: (i) providing as severance a pro rata bonus for the year of termination of employment (all other severance benefits remain as described in the Company’s definitive proxy statement filed on June 24, 2025); (ii) certain changes to the administrative provisions of the plan; and (iii) updates to certain provisions not affecting the severance amount to align with market practice.
The foregoing summary of the amended and restated Change in Control Severance Plan is not complete and is qualified in its entirety by reference to the plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Any capitalized term used and not defined in this Current Report on Form 8-K shall have the same meaning set forth in the plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's annual meeting of stockholders, held on August 14, 2025, 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 of the Company 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 | 209,100,511 | 2,461,352 | 144,780 | 12,133,337 | |||||||||||||||||||
| Rachel A. Gonzalez | 205,605,675 | 5,961,091 | 139,877 | 12,133,337 | |||||||||||||||||||
Jeffrey T. Huber | 202,863,716 | 8,699,587 | 143,340 | 12,133,337 | |||||||||||||||||||
Talbott Roche | 205,038,848 | 6,526,678 | 141,117 | 12,133,337 | |||||||||||||||||||
Richard A. Simonson | 202,567,098 | 8,996,375 | 143,170 | 12,133,337 | |||||||||||||||||||
Luis A. Ubiñas | 195,000,532 | 16,554,772 | 151,339 | 12,133,337 | |||||||||||||||||||
Heidi J. Ueberroth | 207,495,075 | 4,075,113 | 136,455 | 12,133,337 | |||||||||||||||||||
Andrew Wilson | 198,147,664 | 12,766,659 | 792,320 | 12,133,337 | |||||||||||||||||||
2. Advisory vote to approve named executive officer compensation.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 190,731,831 | 20,344,577 | 630,235 | 12,133,337 | |||||||||||||||||
3. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2026.
| For | Against | Abstain | ||||||||||||
| 203,644,376 | 19,929,918 | 265,686 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | Electronic Arts Inc. Amended and Restated Change in Control Severance Plan* | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
•Management Contract or compensatory plan or arrangement
INDEX TO EXHIBITS
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
•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 15, 2025 | By: | /s/ Jacob J. Schatz | |||||||||||
| Jacob J. Schatz | ||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||