0000712515-16-000120.txt : 20160609 0000712515-16-000120.hdr.sgml : 20160609 20160609160529 ACCESSION NUMBER: 0000712515-16-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160606 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160609 DATE AS OF CHANGE: 20160609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC ARTS INC. CENTRAL INDEX KEY: 0000712515 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942838567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17948 FILM NUMBER: 161706043 BUSINESS ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-628-1500 MAIL ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ARTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ARTS DATE OF NAME CHANGE: 19911211 8-K 1 form8krocheappt.htm FORM 8-K Document


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) June 6, 2016

 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
(Registrant’s 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):


o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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 June 6, 2016, the Board of Directors (the “Board”) of Electronic Arts Inc. (“EA”) increased the number of authorized directors of EA to ten from nine and appointed Talbott Roche, Chief Executive Officer and President of Blackhawk Network Holdings, Inc. to the Board by unanimous written consent. The Board has determined that Ms. Roche meets the independence requirements of the Securities and Exchange Commission and the NASDAQ Stock Market Rules and has appointed Ms. Roche to the Compensation Committee of the Board.

Ms. Roche will receive restricted stock units with a value of $21,666 issued under EA’s 2000 Equity Incentive Plan (the “EIP”), which reflects the pro-rated portion of the restricted stock units with a value of $260,000 granted to each of our non-employee directors who were elected at the 2015 annual meeting of EA’s stockholders. These restricted stock units will vest, subject to terms of the EIP, on July 28, 2016. In addition, beginning with the 2017 Board year Ms. Roche will receive an annual retainer of $60,000 and an additional $12,500 annually for her service on the Compensation Committee.

A press release announcing Ms. Roche’s 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 June 9, 2016 announcing Talbott Roche’s 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:
June 9, 2016
By:
/s/ Jacob J. Schatz
 
 
 
Jacob J. Schatz
 
 
 
Senior Vice President, General Counsel and Secretary








INDEX TO EXHIBITS

Exhibit No.
  
Description
 
 
99.1
  
Press release dated June 9, 2016 announcing Talbott Roche’s appointment to the Board of Directors of Electronic Arts Inc.



EX-99.1 2 pressreleaserocheappt.htm PRESS RELEASE Exhibit


Exhibit 99.1



Contact:
John Reseburg
Electronic Arts
650-628-3601
JReseburg@ea.com


TALBOTT ROCHE JOINS THE ELECTRONIC ARTS
BOARD OF DIRECTORS

REDWOOD CITY, Calif. - JUNE 9, 2016 - Electronic Arts Inc. (NASDAQ: EA) today announced that Talbott Roche has been appointed to EA’s Board of Directors effective June 6, 2016. Ms. Roche has also been appointed to EA’s Compensation Committee.

Ms. Roche is the Chief Executive Officer and President of Blackhawk Network, a leading prepaid and payments network. Prior to her role as CEO, Ms. Roche served as the President of Blackhawk, as well as leading Marketing, Product and Business Development for the company. Earlier in her career, she held various executive positions at News Corporation. Ms. Roche has also served as a member of the board of directors of the Network Branded Prepaid Card Association, a trade association.

“Talbott Roche brings extensive executive experience and understanding of digital commerce, marketing and consumer trends to EA’s Board of Directors,” said Andrew Wilson, CEO of EA. “Our industry is evolving, and we look forward to having Talbott’s unique perspective and leadership as we continue to drive digital growth for Electronic Arts.”

“Electronic Arts is an undisputed leader in interactive entertainment,” said Talbott Roche. “I look forward to working with EA’s board and management during such an exciting period of growth and digital transformation.”    

Ms. Roche holds a B.A. in economics from Stanford University. She lives in Lafayette, California, with her husband and two children.


About Electronic Arts
Electronic Arts (NASDAQ: EA) is a global leader in digital interactive entertainment. The Company delivers games, content and online services for Internet-connected consoles, personal computers, mobile phones and tablets. EA has more than 300 million registered players around the world.
 
In fiscal year 2016, EA posted GAAP net revenue of $4.4 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality blockbuster brands such as The Sims™, Madden NFL, EA SPORTS™ FIFA, Battlefield™, Dragon Age™ and Plants vs. Zombies™. More information about EA is available at www.ea.com/news.
 
EA SPORTS, The Sims, Dragon Age, Plants vs. Zombies and Battlefield are trademarks of Electronic Arts Inc. and its subsidiaries.  John Madden, NFL and FIFA are the property of their respective owners and used with permission.