-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hw3w+frcWhctBs+VwhqqMb4r7d6pHM6GvD0HPsmN1jd//LmxazkIwgYaVvlRHipT 4dH6/UwzXNgV49idey0y5A== 0001193125-07-156469.txt : 20070717 0001193125-07-156469.hdr.sgml : 20070717 20070717162439 ACCESSION NUMBER: 0001193125-07-156469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070717 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 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: 07984335 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 DATE OF NAME CHANGE: 19911211 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 17, 2007

 


ELECTRONIC ARTS INC.

(Exact Name of Registrant as Specified in Its Charter)

 


Delaware

(State or Other Jurisdiction of Incorporation)

 

0-17948   94-2838567
(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):

 

¨ 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 Executive Officer

On July 17, 2007, Electronic Arts Inc. (“EA”) issued a press release in which it announced that it had entered into a letter of employment with Peter Moore, age 52, (the “Offer Letter”) under which EA agreed to appoint Mr. Moore as President of the EA SPORTS Label, effective upon his anticipated start date of September 4, 2007.

Mr. Moore joined Microsoft in January 2003, where he initially served as head of Xbox marketing and was later named as Corporate Vice President, Interactive Entertainment Business, Entertainment and Devices Division, a position in which he led both the Xbox and Games for Windows businesses. Prior to joining Microsoft, Mr. Moore was president and Chief Operating Officer of SEGA of America, where he was responsible for overseeing SEGA’s video game business in North America. Before joining SEGA, Mr. Moore was senior vice president of marketing at Reebok International Ltd. Mr. Moore holds a bachelor’s degree from Keele University, United Kingdom, and a master’s degree from California State University, Long Beach.

A copy of the press release is attached hereto as Exhibit 99.1.

Compensatory Arrangements with Mr. Moore

A copy of the Offer Letter is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The following summary of the Offer Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached agreement.

The material terms of the Offer Letter are as follows:

 

   

Mr. Moore’s annual base salary will be $550,000 and his discretionary target bonus percentage will be 75% of his annual base salary.

 

   

EA has agreed to pay Mr. Moore a one-time bonus of $1,500,000 (minus applicable taxes) in recognition of the future compensation value he would be foregoing by leaving his position at Microsoft. Although Mr. Moore will earn this one-time bonus at the completion of his second year of employment with EA, he will receive it within 30 days of starting employment. If Mr. Moore voluntarily leaves his employment with EA before the completion of two years, he has agreed to repay to EA the full net amount of the bonus.

 

   

EA has agreed to grant Mr. Moore a stock option to purchase 350,000 shares of the company’s common stock pursuant to EA’s 2000 Equity Incentive Plan. The stock option will vest as to 24% of the shares twelve months from the first day of the month in which the grant is made, and will then vest in additional 2% increments each month thereafter for the following 38 months.

 

   

EA has agreed to grant Mr. Moore 50,000 restricted stock units, which vest as to 50% of the shares on the second anniversary of the grant date, and as to the remaining shares on the fourth anniversary of the grant date.

 

   

EA will assist Mr. Moore with relocation-related expenses, which are currently estimated to be approximately $330,000. In the event Mr. Moore voluntarily leaves his employment with EA or is terminated for any reason other than a reduction in force that eliminates his job position (a) prior to the one-year anniversary of his date of hire, he has agreed to pay EA an amount equal to all relocation and gross-up expenses incurred by EA through the date of his termination; or (b) on or after the one-year anniversary of his date of hire and prior to the second anniversary of his date of


hire, he has agreed to pay EA an amount equal to a pro-rata portion (24 minus number of full months of employment / 24 months) of all relocation and gross-up expenses incurred by EA through his date of termination.

In accordance with EA’s standard equity grant policies, Mr. Moore’s stock option and restricted stock units are scheduled to be granted on September 17, 2007, the first regularly-scheduled date following Mr. Moore’s start date for which EA’s Compensation Committee will approve equity grants.

Mr. Moore will participate in the compensation and benefit programs generally available to EA’s executive officers.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   

Description

10.1    Offer Letter dated June 5, 2007.
99.1    Press release dated July 17, 2007.

 


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:   July 17, 2007     By:   /s/ Stephen G. Bené
        Stephen G. Bené
        Senior Vice President,
        General Counsel and Secretary
EX-10.1 2 dex101.htm OFFER LETTER Offer Letter

Exhibit 10.1

June 5, 2007

Peter Moore

Dear Peter,

Congratulations! Please accept our offer to become part of EA’s rich game making history and future.

I am pleased to offer you a regular full-time position with Electronic Arts as President, EA Sports commencing on a mutually agreeable date at a base salary of $45,833.33 per month or $550,000 annualized, minus applicable deductions. You will be reporting directly to me.

For your information, I have enclosed several documents that will provide an introduction to life at EA, including an overview of our benefits programs and EA’s Global Code of Conduct. Other EA policies and procedures are on EA’s intranet and will be reviewed with you at orientation.

You will also be eligible to participate in our discretionary bonus program. This discretionary bonus is typically determined at the end of our fiscal year (March). While normally the bonus would be prorated for your months of employment, we are making an exception to this policy and you will be eligible for your full target bonus without pro-ration. Your discretionary bonus target will be 75% of your salary. To receive payment of your bonus you must be employed by Electronic Arts at the time any bonuses are paid. In addition, EA reviews performance and compensation levels annually, and it currently makes merit adjustments in June of each year. To be eligible for a merit increase at next June’s review, you must commence employment by January 15th of the same calendar year.

I will recommend to the Compensation Committee that you be granted a Non-Qualified Stock Option to purchase 350,000 shares of Electronic Arts common stock in accordance with our 2000 Equity Incentive Plan. This stock option will first vest and become exercisable as to 24% of the underlying shares, 12 months from the grant date and will then vest in 2% increments on the first calendar day of each month thereafter for 38 months. The Committee typically grants and prices stock options on the 16th of each month or on the next business day following when this date falls on a weekend or holiday; however, the date on which the Committee acts could be later depending on a variety of factors, including the proximity of your start date to the 16th. You will receive more details regarding this stock option from Stock Administration after the grant date.

In addition, I will recommend to the Compensation Committee that you be granted a one-time Ownership Award in the form of 50,000 Restricted Stock Units (RSUs) in accordance with our 2000 Equity Incentive Plan. This Award will vest as to 50% of the shares on the two-year anniversary of the grant date and as to 50% on the four-year anniversary of the grant date. The Committee typically grants RSUs on the 16th of each month or on the next business day following when this date falls on a weekend or holiday; however, the date on which the Committee acts could be later depending on a variety of factors, including the proximity of your start date to the 16th. You will receive more details regarding this Award from Stock Administration after the grant date.

Further, EA is providing you a one-time bonus of $1,500,000.00 (minus applicable taxes) at the time of hire in recognition of the future compensation value you would be foregoing in leaving your current position. This one-time bonus is earned at the completion of your second year of employment but you will receive it within the first 30 days of your employment. If you voluntarily leave your employment before the completion of two years, you agree to repay to EA the full net amount of the bonus.


You are being provided Tier 5 executive relocation assistance, as described in the attached relocation summary document. Per EA policy, if you voluntarily leave your employment with EA or are terminated for any reason other than a reduction in force that eliminates your job position (a) prior to the one year anniversary of the date of your hire, you agree to pay EA an amount equal to all relocation and gross up expenses incurred by EA through your date of termination; or (b) on or after the one year anniversary of the date of your hire and prior to the second anniversary of the date of your hire, you agree to pay EA an amount equal to a pro-rata portion (24 minus number of full months of employment / 24 months) of all relocation and gross up expenses incurred by EA through your date of termination. Payment must be made to EA upon your last day of employment. Once you accept this offer of employment with EA, please contact EA’s Global Mobility Group, at 650-628-9100, to start the process.

If you have any questions about this offer or about your eligibility to participate in or to be covered by any of the described benefits, please call me.

In the course of your work, you will have access to proprietary materials and concepts. Our offer is contingent on your signing Electronic Arts’ New Hire/ Proprietary Information Agreement. Two copies are enclosed for signature (please keep one for your own records).

This offer letter contains the entire understanding between you and Electronic Arts as to the terms of your offer of employment and specifically supersedes all previous discussions you may have had with anyone at Electronic Arts regarding those terms.

This offer of employment is made contingent upon your providing Electronic Arts with proof that you have the legal right to work in the United States. This will be handled as part of your orientation process.

In addition, EA will conduct a background check pursuant to a written notice you will receive under separate cover, and this offer of employment is contingent upon the results of such check being acceptable to EA.

This offer of employment is valid through June 19, 2007. If you accept this offer, please sign below and return both pages of the original offer letter to Cindy Nicola, in Talent Acquisition in the enclosed envelope, and we can begin your orientation to EA. Please keep a copy for yourself.

Please join our team and help us be the place where GREAT people create and deliver GREAT games.

If you have any questions regarding this offer, please feel free to contact me.

Sincerely,

 

John Riccitiello

CEO

Electronic Arts

Enclosures


Accepted by candidate:

     Date:

/s/ Peter Moore

     June 11, 2007

 

Anticipated Start Date:                                          

      

cc: Imelda Oki for distribution to Personnel File

      
EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Contact:

Tammy Schachter

Corporate Communications

650-628-7223

tschachter@ea.com

 

Tricia Gugler

Investor Relations

650-628-7327

tgugler@ea.com

PETER MOORE NAMED PRESIDENT OF EA SPORTS LABEL

Industry Veteran To Lead EA SPORTS — The Strongest Brand in Interactive Entertainment

REDWOOD CITY, Calif. – July 17, 2007 – Electronic Arts Inc. (NASDAQ: ERTS) today announced that Peter Moore has joined EA as President of the EA SPORTS™ Label. Moore joins EA from Microsoft Corporation where he served as corporate vice president of the Interactive Entertainment Business in the Entertainment and Devices Division, leading both the Xbox® and Games for Windows businesses. Moore begins at EA in September and will report to EA CEO John Riccitiello.

Mr. Moore’s appointment rounds out the leadership of John Riccitiello’s recent reorganization of EA into four autonomous Labels. Frank Gibeau serves as president of the EA Games Label; Kathy Vrabeck is president of EA Casual Entertainment; and Nancy Smith is president of The Sims™ Label.

“Peter Moore’s proven record of leadership in games and sports makes him a terrific fit for heading up EA SPORTS,” said EA CEO John Riccitiello. “As a partner at Microsoft and earlier, as a competitor, we’ve learned to respect his vision and leadership.”

“The people at EA SPORTS have created one of the strongest brands in the entertainment industry and John Riccitiello is building an organization which will extend the company’s leadership to new platforms and new audiences all over the world,” said Peter Moore. “I couldn’t be more excited about joining EA and moving my family back to the San Francisco Bay Area.”

The EA SPORTS Label is the strongest brand in the games business with blockbuster franchises such as Madden NFL, NBA LIVE, Tiger Woods PGA


TOUR®, FIFA Soccer, NASCAR®, and others. With Peter Moore’s leadership and the passion, creativity and dedication of its development teams, EA SPORTS is expected to become even stronger in the years to come. EA plans to expand the EA SPORTS experience with new content, new platforms, new services and deep online integration.

At Microsoft, Mr. Moore was the president of the Xbox and Games for Windows businesses as well as game development at Microsoft Game Studios. Mr. Moore joined Microsoft in January 2003, originally as the head of marketing for the Xbox and Games division, bringing with him more than 20 years of experience and leadership in consumer businesses. Prior to joining Microsoft, Mr. Moore was president and COO of SEGA of America, where he was responsible for overseeing SEGA’s video game business in North America. Before that, Mr. Moore was senior vice president of marketing at Reebok International Ltd., and earlier in his career, he was president of Patrick USA, the U.S. subsidiary of the popular French sportswear company, managing all the company’s marketing, sales, finance and distribution.

###

About Electronic Arts

Electronic Arts Inc. (EA), headquartered in Redwood City, California, is the world’s leading interactive entertainment software company. Founded in 1982, the company develops, publishes, and distributes interactive software worldwide for video game systems, personal computers, cellular handsets and the Internet. Electronic Arts markets its products under four brand names: EA SPORTS™, EA™, EA SPORTS BIG™ and POGO™. In fiscal 2007, EA posted revenue of $3.09 billion and had 24 titles that sold more than one million copies. EA’s homepage and online game site is www.ea.com. More information about EA’s products and full text of press releases can be found on the Internet at http://info.ea.com.

Some statements in the future tense contained in this release are forward-looking statements that are subject to change. These forward-looking statements are subject to risks and uncertainties that could cause actual events or actual future results to differ materially from the expectations set forth in the forward-looking statements. Some of the factors which could cause the Company’s results to differ materially from its expectations are described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2007. These forward-looking statements speak only as of the date of this release and Electronic Arts assumes no obligation and does not intend to update these forward-looking statements.

EA, EA SPORTS, EA SPORTS BIG, POGO and The Sims are trademarks or registered trademarks of Electronic Arts Inc. in the U.S. and/or other countries. Microsoft and Xbox are trademarks of the Microsoft group of companies. John Madden, NFL, Tiger Woods, PGA TOUR, NBA, NASCAR and FIFA are trademarks or other intellectual property of their respective owners and used with permission.

-----END PRIVACY-ENHANCED MESSAGE-----