UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Electronic Arts Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Letter from our CEO and Board Chair

We hope that you and your families are well. Looking over the past year, I am incredibly proud of the amazing work of our talented teams. With a strong close to fiscal year 2023, we are executing on our core strategies to capture our biggest opportunities and deliver long-term value. We believe that we are well-positioned for growth and impact in the years ahead.

FISCAL 2023 HIGHLIGHTS
Against macro uncertainty, we navigated the year with resilience and determination. Across fiscal year 2023, we showed the fundamental strength of our business, delivered for our players, and lived up to the promise of our values. We generated strong results by delivering high quality games and experiences, launching seven new releases, and providing over 450 content updates across 51 titles. We delivered record engagement across some of our biggest franchises; EA SPORTS FIFA 23 became the best-selling title in franchise history, Madden NFL 23 became the best-selling title in franchise history across console and PC platforms, and The Sims 4 community grew to more than 70 million players.

FOCUS ON IMPACT
The Board is focused on Electronic Arts’ efforts to create value for stockholders while generating enduring positive impact across our workplaces and the world around us through the expanding power of play. We have continued to lead our industry in programs, practices and transparency with respect to diversity, equity and inclusion. We have made great strides for positive play, inclusion and accessibility design, making it possible for more people to experience the joy of games. And we have advanced our environmental sustainability programs and practices. We are deeply committed to furthering this work in the communities where we live, work and play in the years to come.

OUR NEXT STEPS
This is an exciting time for Electronic Arts. We are leading the future of entertainment in a dynamic industry that is at an inflection point. Consumption of sports and media is at an all-time high and more people than ever are choosing interactive experiences as their first-choice entertainment. These transformations represent immense opportunities for us to do more amazing things for our people and players.

To drive growth in FY24 and beyond, we are focusing on the priorities of building games and experiences that entertain massive online communities; creating blockbuster interactive storytelling; and amplifying the power of community in and around our games with social and creator tools. These priorities align our investments with opportunities to make the biggest impact.

We’re proud of our performance in service of our stockholders, employees, players, and communities. We thank you for your investment in Electronic Arts.

Sincerely,

ANDREW WILSON
Chief Executive Officer and Board Chair

2023 PROXY STATEMENT

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Notice of Annual Meeting of Stockholders

Date and Time
August 10, 2023 (Thursday)
2:00 pm (Pacific)

Location
Virtually at www.virtualshareholder meeting.com/EA2023

Who Can Vote
Stockholders as of June 16, 2023 are entitled to vote.

Voting Items
PROPOSALS

To elect the eight nominees listed in the Proxy Statement to the Board of Directors to hold office for a one-year term.

To conduct an advisory vote to approve named executive officer compensation.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024.

To conduct an advisory vote on the frequency of say-on-pay votes.

To consider and vote upon one stockholder proposal, if properly presented at the Annual Meeting.

“FOR” each director nominee

“FOR”

“AGAINST”

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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 2023 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. For more information on how to attend the Annual Meeting, please see page 71 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. In the event of a technical malfunction or situation that makes it advisable to adjourn the Annual Meeting, the chair will convene the meeting at 2:30 p.m. Pacific Time on August 10, 2023 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at https://ir.ea.com.

By Order of the Board of Directors,

JACOB J. SCHATZ
Chief Legal Officer and Corporate Secretary

How to Vote


Online Before the Meeting Visit www.proxyvote.com and follow the instructions provided in the Notice.		Telephone Follow the instructions provided on your proxy card or voting instruction card.		Mail Submit your proxy by mail by signing your proxy card, and mail it in the enclosed, postage-paid-envelope.		Online at the Meeting Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/EA2023 and follow the instructions on the website.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to Be Held on August 10, 2023.

Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended March 31, 2023, is available at http://ir.ea.com.

Table of Contents


Letter from our CEO and Board Chair		1	In this Proxy Statement, we make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “predict,” “seek,” “goal,” “will,” “may,” “likely,” “should,” “could,” “continue,” “potential” (and the negative of any of these terms), “future” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our business, projections of markets relevant to our business, our corporate responsibility initiatives (including environmental, social and impact matters), uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are aspirational, are not guarantees of future performance and reflect management’s current expectations. Statements regarding our corporate responsibility initiatives may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they may also not be considered material for purposes of reporting with the Securities and Exchange Commission. Our actual results could differ materially from those discussed 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 revise or update any forward-looking statement for any reason, except as required by law.
Notice of Annual Meeting of Stockholders		2
Proxy Highlights		4
Board of Directors and Corporate Governance		8
	Board Nominees and Structure	8
	Board’s Role and Responsibilities	18
	Board Policies	21
	Director Compensation	22
Compensation Discussion & Analysis		25
	Executive Summary	25
	Stockholder Engagement	26
	Compensation Principles	29
	Process for Determining Our NEOs’ Compensation	30
	Our NEOs’ Fiscal Year 2023 Compensation	32
	Other Compensation Practices and Policies	44
	Compensation Committee Report on Executive Compensation	45
Executive Compensation Tables		46
	Outstanding Equity Awards at Fiscal Year 2023 Year-End Table	49
	Potential Payments Upon Termination or Change in Control	52
	Fiscal Year 2023 Pay Ratio	55
	Pay Versus Performance	56
	Equity Compensation Plan Information	58
Audit Matters		59
	Selection and Engagement of Independent Registered Public Accounting Firm	59
	Fees of Independent Auditors	60
	Pre-approval Procedures	60
	Report of the Audit Committee of the Board of Directors	61
Stock Ownership Information		62
	Security Ownership of Certain Beneficial Owners and Management	62
	Stock Ownership Requirements	63
	Delinquent Section 16(a) Reports	63
	Insider Trading, Anti-Hedging and Anti-Pledging Policies	63
Proposals to be Voted on		64
	Proposal 1: Election of Directors	64
	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation	65
	Proposal 3: Ratification of the Appointment of KPMG LLP, Independent Public Registered Accounting Firm

SEC Form DEF 14A filed by Electronic Arts Inc.