Electronic Arts : FY22 Proxy Statement and Annual Report

Notice of

2022

Annual Meeting and Proxy Statement

Our Purpose and Beliefs

At EA, our Purpose & Beliefs are the foundations of our shared culture. Our Purpose & Beliefs motivate us. Unite us. Inspire us.

CREATIVITY	PIONEERING	PASSION
Striving to bring imagination, original	Acting with the curiosity and courage	We are at our best when we pursue
ideas, and excitement to everything	that it takes to experiment, innovate	what we love, and have fun doing it.
we do.	and lead.

DETERMINATION	LEARNING	TEAMWORK
Bringing focus, drive and conviction	Listening, having humility and being	Committed to each other, and to the
to our actions. Thriving on the journey,	open to new ways of thinking, and	accountability and integrity it takes
and being motivated to achieve	looking with a lens of inclusion.	to be a successful diverse team.
excellence.	Challenging ourselves to grow and
	change as a company.

To learn more about Our Purpose and Beliefs,

visit https://www.ea.com/about.

Letter from our CEO and Board Chair

We hope that you and your families are staying healthy and well. Looking back over the past year, I am incredibly proud of the amazing work our talented teams delivered, executing our strategy and fulfilling our mission to inspire the world to play. We believe that we are well-positioned for continued growth and impact in the years ahead.

FISCAL 2022 HIGHLIGHTS

Fiscal 2022 was a record year for Electronic Arts in every major measure - net revenue, net bookings, total players and engagement within our games and services. Our network of total players grew to more than half a billion unique active accounts. FIFA 22 was the biggest and most successful game in franchise history, life-to-date.Apex Legends exceeded $2 billion in net bookings life-to-date, becoming one of the most successful live services in the industry. Thank you to our teams for continuing to execute during challenging times to deliver these exceptional results.

EVOLVING OUR MANAGEMENT TEAM

As our industry grows, we continue to innovate, evolve, and drive transformation for our players. During fiscal 2022, we elevated Laura Miele to Chief Operating Officer where she leads Company- wide operations; Chris Bruzzo became Chief Experience Officer leading a team building deeper social experiences in and around our games; and we welcomed Chris Suh as Chief Financial Officer as we accelerate and transform our business for a socially-connected,cloud-enabled future. After nearly a decade of impactful contributions, our former COO and CFO Blake Jorgensen decided to transition from Electronic Arts. Blake has been an incredible partner, advisor, and colleague.

OUR NEXT STEPS

As we look ahead, this is an exciting time for Electronic Arts. In fiscal 2023, we are excited to grow by expanding our mobile business and building on opportunities with our EA SPORTS portfolio, particularly within our global football franchise which will move under a new EA SPORTS FC brand in 2023. And longer term, the opportunity is extraordinary. We believe that the future of entertainment is interactive and that the consumption of entertainment and sports is deeply social, with players across our network using games to stay connected to friends and to express themselves. While we continue to anchor our business on delivering amazing content and services to more players whenever and wherever they want to play, we also will build from that core and invest in new areas which we believe will translate into sustained growth.

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

Letter from our

Lead Director

We hope that you and your families remain well during this challenging time. We are incredibly proud of the accomplishments of our team over the past year and their ongoing commitment to our mission. We believe that Electronic Arts and its management team are well-positioned to enhance long-term value for EA's stockholders and other stakeholders.

STRONG AND REFRESHED BOARD

Last year, we were excited to welcome Kofi Bruce and Rachel Gonzalez to our Board as independent directors. Kofi brings financial and risk management expertise as well as experience with operational strategies associated with consumer-facing businesses. And Rachel brings valuable perspectives to the Board through her deep knowledge of corporate governance and evolving stakeholder expectations. We look forward to their continued contributions. After over two decades on our Board, Len Coleman has chosen to step down. Thank you, Len, for your incredible guidance and service during your time on the Board.

ENGAGEMENT WITH YOU

We have continued to engage with many of you and have gained valuable insights from those conversations, particularly around our executive compensation programs, governance and ESG efforts. We've heard positive feedback from many of you about how we have evolved our executive compensation programs to attract and retain critical leaders, incentivize them to deliver on our strategy, and create long-term value. We also continue to evolve our corporate governance practices and ESG disclosures, including enhancing stockholder rights.

FOCUS ON IMPACT

The Board is focused on Electronic Arts' efforts to create value for stockholders while creating positive impact in our workplaces and the world around us. We've continued to lead our industry in programs, practices and transparency with respect to diversity, equity and inclusion, including aligning our representation disclosures with the SASB framework and publishing our EEO-1 workforce diversity report. We supported accessibility in our games and services by announcing a patent pledge aimed

at allowing royalty-free use and access to our innovative accessibility-centered technology patents for the broader game development community. And the Board continues to be actively engaged in overseeing important matters impacting EA's workforce and culture.

We look forward to continuing dialogue with our stockholders, and appreciate all of the feedback and engagement to date.

Sincerely,

Luis A. Ubiñas

Lead Independent Director

2022 PROXY STATEMENT

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Notice of Annual Meeting of Stockholders

Date and Time	Location	Who Can Vote
August 11, 2022 (Thursday)	Virtually at www.virtualshareholder	Stockholders as of June 17, 2022
2:00 pm (Pacific)	meeting.com/EA2022	are entitled to vote.

Voting Items

PROPOSALS

1

2

3

4

5

6

To elect the

To conduct an

To ratify the

To approve

To approve an

To consider

eight nominees

advisory vote to

appointment of

our amended

amendment to

and vote upon

listed in the Proxy

approve named

KPMG LLP as

2019 Equity

our Certificate

a stockholder

Statement to the

executive officer

our independent

Incentive Plan.

of Incorporation

proposal,

Board of Directors

compensation.

registered public

to reduce the

if properly

to hold office for a

accounting firm

threshold for

presented at the

one-year term.

for the fiscal

stockholders to call

Annual Meeting.

year ending

special meetings

"FOR" each

March 31, 2023.

from 25% to 15%.

director

"FOR"

"FOR"

"FOR"

"FOR"

"AGAINST"

nominee

Page 70

Page 71

Page 72

Page 73

Page 81

Page 83

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 2022 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 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 86 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 11, 2022 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

Telephone

Mail

Online at the Meeting

Visit www.proxyvote.com and follow the instructions provided in the Notice.

Follow the instructions	Submit your proxy by mail by signing	Attend the Annual Meeting virtually at
provided on your proxy card	your proxy card, and mail it in the	www.virtualshareholdermeeting.com/
or voting instruction card.	enclosed, postage-paid-envelope.	EA2022 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 11, 2022.

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, 2022, is available at http://ir.ea.com.

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Table of Contents

Letter from our CEO and Board Chair	1
Letter from our Lead Director	1
Notice of Annual Meeting of Stockholders	2
Inspiring the World to Play in FY 2022	4
Proxy Highlights	7
Board of Directors and Corporate Governance	12
	Board Nominees and Structure	12
	Board's Role and Responsibilities	21
	Board Policies	24
	Director Compensation	25
Letter from our Compensation Committee	28
Compensation Discussion & Analysis	29
	Executive Summary	29
	Fiscal Year 2022 Executive Leadership Changes	31
	Stockholder Engagement	31
	Compensation Principles	35
	The Process for Determining Our NEOs' Compensation	36
	Fiscal Year 2022 Compensation for Our New CFO	37
	Our NEOs' Fiscal Year 2022 Compensation	39
	Other Compensation Practices and Policies	54
	Compensation Committee Report on Executive Compensation	55
Executive Compensation Tables	56
Audit Matters	65
	Selection and Engagement of Independent Registered Public Accounting Firm	65
	Fees of Independent Auditors	66
	Pre-approval Procedures	66
	Report of the Audit Committee of the Board of Directors	67
Stock Ownership Information	68
	Security Ownership of Certain Beneficial Owners and Management	68
	Stock Ownership Requirements	69
	Delinquent Section 16(a) Reports	69
	Insider Trading, Anti-Hedging and Anti-Pledging Policies	69
Proposals to be Voted on	70
	Proposal 1: Election of Directors	70
	Proposal 2: Advisory Vote to Approve Named Executive	71
	Officer Compensation
	Proposal 3: Ratification of the Appointment of KPMG LLP,	72
	Independent Public Registered Accounting Firm
	Proposal 4: Approval of Our Amended 2019 Equity Incentive Plan	73
	Proposal 5: Amend our Certificate of Incorporation to Reduce
	the Threshold for Stockholders to Call Special Meetings from	81
	25% to 15%
	Proposal 6: Stockholder Proposal on Termination Pay	83
Other Information	86
Appendix A: Supplemental Information for CD&A	91

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" (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.

2022 PROXY STATEMENT

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