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) September 6, 2011
ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 0-17948 | 94-2838567 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
209 Redwood Shores Parkway, Redwood City,
California 94065-1175
(Address of Principal Executive Offices) (Zip Code)
(650) 628-1500
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of New Director
On September 6, 2011, Jay Hoag, a founding general partner at Technology Crossover Ventures, a private equity and venture capital firm based in Palo Alto, California, was appointed to the Board of Directors (the Board) of Electronic Arts Inc. (the Company) as an independent director. The authorized size of the Board has been increased from ten to eleven directors. In connection with his appointment to the Board, Mr. Hoag has also been appointed to the Executive Compensation and Leadership Committee of the Board.
Mr. Hoag shall receive an annual retainer as a non-employee director of $50,000 and an additional $7,500 per year for his service on the Executive Compensation and Leadership Committee. In addition, Mr. Hoag is eligible to receive 9,166 restricted stock units to be issued under the Companys 2000 Equity Incentive Plan, which reflects the pro-rated portion of the 10,000 restricted stock units granted to each of our non-employee directors who were re-elected at the 2011 Annual Meeting of Stockholders. These restricted stock units will vest upon the earlier of July 28, 2012 or the date of the next annual meeting of stockholders.
A press release announcing Mr. Hoags appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press release dated September 7, 2011 announcing Jay Hoags appointment to the Board of Directors of Electronic Arts Inc. |
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: September 7, 2011 |
By: | /s/ Stephen G. Bené | ||
Stephen G. Bené | ||||
Senior Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit No. |
Description | |
99.1 | Press release dated September 7, 2011 announcing Jay Hoags appointment to the Board of Directors of Electronic Arts Inc. |
Exhibit 99.1
Contacts: | ||
Jeff Brown EA Communications 650-628-7922 jbrown@ea.com |
Rob Sison EA Investor Relations 650-628-7787 rsison@ea.com |
JAY HOAG JOINS EAS BOARD OF DIRECTORS
REDWOOD CITY, Calif. September 7, 2011 Electronic Arts Inc. (NASDAQ: ERTS), a leading global interactive entertainment software company, today announced Jay Hoag has been appointed to EAs board of directors effective September 6. With Mr. Hoags appointment, the size of EAs board of directors has been increased to eleven members. Mr. Hoag has also been appointed to EAs Executive Compensation and Leadership Committee.
Mr. Hoag is a founding general partner at Technology Crossover Ventures (TCV), a leading provider of growth capital to technology companies, with $7.7 billion in capital under management. He is a widely respected venture capitalist and technology investor who serves on the boards of directors for eHarmony, TechTarget, Zillow and Netflix.
Jay Hoag is an extraordinarily valuable addition to EAs Board of Directors, said EA CEO John Riccitiello. His early investments in Expedia, Netflix and other technology leaders demonstrate his unique insight into mass market consumer technologies. We look forward to his leadership and vision on our board of directors.
I have followed EA closely and have been highly impressed with the management team, as well as the companys deep focus on product quality and making the transformation to the digital distribution of games and services, said Jay Hoag. I look forward to working with EA on expanding its global leadership in this market.
Prior to founding TCV, Mr. Hoag was a managing director at Chancellor Capital Management. He received his B.A. in Economics and Political Science from Northwestern University and an M.B.A from the University of Michigan. He serves on the Board of Trustees at the Northwestern University, the Board of Trustees at the Menlo School and the Stanford Athletic Board.
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About Electronic Arts
Electronic Arts Inc. (EA), headquartered in Redwood City, California, is a leading global interactive entertainment software company. Founded in 1982, the Company develops, publishes, and distributes interactive software worldwide for video game systems, personal computers, wireless devices and the Internet. Electronic Arts markets its products under four brand names: EA SPORTS, EA, EA Mobile, and POGO. In fiscal 2010, EA posted GAAP net revenue of $3.7 billion and had 27 titles that sold more than one million units. EAs homepage and online game site is www.ea.com. More information about EAs products and full text of press releases can be found on the Internet at http://info.ea.com. EA, EA SPORTS, EA SPORTS Freestyle and POGO are trademarks or registered trademarks of Electronic Arts Inc. in the U.S. and/or other countries.
About TCV
Technology Crossover Ventures (TCV), founded in 1995, is a leading provider of growth capital to technology companies, providing funds to later-stage private and public companies. With $7.7 billion in capital under management, TCV has invested in over 150 technology companies leading to 49 initial public offerings and more than 40 strategic sales or mergers. Representative investments include Altiris, C|NET, eHarmony, Expedia, Facebook, Fandango, Groupon, HomeAway, Netflix, RealNetworks, Redback Networks, RiskMetrics Group, Solect Technology, TechTarget, and Zillow. TCV has 12 partners and is headquartered in Palo Alto, California with offices in New York, NY. For more information about TCV, visit www.tcv.com.