S-8

As filed with the Securities and Exchange Commission on August 15, 2022
	Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

ELECTRONIC ARTS INC.

(Exact name of registrant as specified in its charter)

Delaware	94-2838567
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

209 Redwood Shores Parkway

Redwood City, CA 94065

(Address registrant’s principal executive offices, including zip code)

2019 Equity Incentive Plan

(Full title of the Plan)

Jacob J. Schatz

Kyuli Oh

209 Redwood Shores Parkway

Redwood City, CA 94065

(Name and address of agent for service)

(650) 628-1500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer	þ		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.				¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this "Registration Statement") is filed by Electronic Arts Inc., a Delaware corporation (the "Registrant"), to register an additional 16,000,000 shares of its common stock, par value $0.01 per share ("Common Stock"), issuable under the Registrant's 2019 Equity Incentive Plan, as amended, effective August 11, 2022 (the "2019 EIP"). The 16,000,000 shares of Common Stock being registered on this Registration Statement are in addition to the 13,500,000 shares of Common Stock registered pursuant to a Form S-8 Registration Statement, No. 333-233182, filed with the Securities and Exchange Commission (the "Commission") on August 9, 2019 (the "Prior Registration Statement").

This Registration Statement relates to securities of the same class as to that which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of Common Stock issuable under the 2019 EIP, are incorporated herein by reference and made part of this Registration Statement, except as amended, supplemented, or superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.    EXHIBITS

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

4.1*	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K, as filed on August 13, 2021, File No. 000-17948)
4.2*	Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, as filed on August 15, 2022, File No. 000-17948)
4.3*	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, as filed on August 15, 2022, File No. 000-17948)
4.4*	Specimen Certificate of Registrant’s Common Stock (incorporated by reference to Exhibit 4.01 to the Registrant’s Form 10-Q, as filed on February 6, 2018, File No. 000-17948)
4.5*	Registrant's 2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, as filed on August 15, 2022, File No. 000-17948)
5.1	Opinion of Jacob J. Schatz, Executive Vice President, Chief Legal Officer and Corporate Secretary
15.1	Letter re: Unaudited Interim Financial Information
23.1	Consent of Jacob J. Schatz, Executive Vice President, Chief Legal Officer and Corporate Secretary (included in Exhibit 5.1)
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (contained on signature page hereto)
107	Calculation of Filing Fees Table
* Incorporated by reference

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on this 15th day of August, 2022.

ELECTRONIC ARTS INC.
By:	/s/ Jacob J. Schatz
	Jacob J. Schatz
	Executive Vice President, Chief Legal Officer and Corporate Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher Suh and Jacob J. Schatz and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Andrew Wilson	Chief Executive Officer (Principal	August 15, 2022
Andrew Wilson	Executive Officer)
/s/ Chris Suh	Executive Vice President and Chief	August 15, 2022
Chris Suh	Financial Officer (Principal Financial
	Officer)
/s/ Eric Kelly	Senior Vice President and Chief	August 15, 2022
Eric Kelly	Accounting Officer (Principal
	Accounting Officer)
Directors:
/s/ Andrew Wilson	Chair of the Board	August 15, 2022
Andrew Wilson
/s/ Kofi A. Bruce	Director	August 15, 2022
Kofi A. Bruce
/s/ Rachel A. Gonzalez	Director	August 15, 2022
Rachel A. Gonzalez

/s/ Jeffrey T. Huber	Director	August 15, 2022
Jeffrey T. Huber
/s/ Talbott Roche	Director	August 15, 2022
Talbott Roche
/s/ Richard A. Simonson	Director	August 15, 2022
Richard A. Simonson
/s/ Luis A. Ubiñas	Director	August 15, 2022
Luis A. Ubiñas
/s/ Heidi J. Ueberroth	Director	August 15, 2022
Heidi J. Ueberroth

EX-5.1

Exhibit 5.1

(Includes Exhibit 23.1)

August 15, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Proposed Offering of up to 16,000,000 shares of Common Stock Pursuant to the Electronic Arts Inc. 2019 Equity Incentive Plan

Ladies/Gentlemen:

I refer to the Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed by Electronic Arts Inc. (“EA”) on or about August 15, 2022 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 16,000,000 shares of EA Common Stock, par value $0.01 per share (the “Shares”), available for issuance under the Electronic Arts Inc. 2019 Equity Incentive Plan, as amended (the “2019 EIP”).

I am the Chief Legal Officer of EA. I have examined the proceedings taken by EA in connection with the 2019 EIP and the Shares being registered hereby.

Based upon the foregoing, it is my opinion that the 16,000,000 Shares have been duly authorized by all necessary corporate action of EA and, when issued and sold in accordance with the terms set forth in the 2019 EIP, and when the Registration Statement has become effective under the Securities Act, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion, if any, in the Registration Statement and amendments thereto.In giving such consent, I do not thereby admit that I am an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Jacob J. Schatz

Jacob J. Schatz

Chief Legal Officer

Electronic Arts Inc.

209 Redwood Shores Parkway, Redwood City, CA 94065
[TEL] 650 628 1500
www.ea.com

EX-15.1

Exhibit 15.1

Awareness Letter of KPMG LLP, Independent Registered Public Accounting Firm

August 15, 2022

Electronic Arts Inc. Redwood City, California

With respect to this registration statement on Form S-8 of Electronic Arts Inc. filed on August 15, 2022, we acknowledge our awareness of the incorporation by reference therein of our report dated August 9, 2022, related to our review of the interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Santa Clara, California

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors Electronic Arts Inc.:

We consent to the use of our audit report dated May 25, 2022, with respect to the consolidated financial statements of Electronic Arts Inc. and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California August 15, 2022

EX-FILING FEES

  Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-8

(Form Type)

Electronic Arts Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Fee Rate	Amount of registration fee
Equity	Common Stock, par value $0.01 per share	Other	16,000,000 shares	$129.32	$2,069,120,000	$92.70 per $1,000,000	$191,807.42
	Total Offering Amounts				$2,069,120,000		$191,807.42
	Net Fee Offsets						--
	Net Fee Due						$191,807.42

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock in respect of securities to be identified in the above table as a result of any stock split, stock dividend, recapitalization or other similar transaction.

(2) Estimated solely for the purposes of determining the amount of the Registration Fee pursuant to Rule 457(c) and (h) under the Securities Act based upon the average of the high ($130.58) and low prices ($128.06) of the Registrant's Common Stock on August 9, 2022, as reported on The Nasdaq Global Select Market.