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) August 31, 2022
ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 0-17948 | | 94-2838567 | |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
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| 209 Redwood Shores Parkway, | Redwood City, | California | 94065-1175 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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| | (650) | 628-1500 | | |
| (Registrant’s Telephone Number, Including Area Code) |
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| (Former Name or Former Address, if Changed Since Last Report) |
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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): |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value | | EA | | NASDAQ Global Select Market |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
| Emerging growth company | ☐ |
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| 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 13(a) of the Exchange Act. | ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Electronic Arts Inc. (the “Company”) adopted a policy that the Company will not enter into any new employment agreement, severance agreement or separation agreement with any executive officer or establish any new severance plan or policy covering any executive officer that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity, without seeking stockholder ratification of such agreement, plan or policy.
The foregoing description of the executive officer cash severance policy adopted by the Compensation Committee is qualified in its entirety by reference to the policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
Electronic Arts Inc. (“EA”) has filed this Current Report on Form 8-K to report that on August 31, 2022, Andrew Wilson, EA’s Chief Executive Officer, established a pre-arranged stock trading plan as part of managing his EA equity holdings. Sales under Mr. Wilson's 10b5-1 plan may take place periodically from November 28, 2022 through November 29, 2023. This plan accords with the guidelines of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and with EA’s policies regarding stock transactions by directors, executive officers and other employees. Transactions under Mr. Wilson's 10b5-1 plan will be disclosed publicly through appropriate filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| 10.1 | | Electronic Arts Inc. Executive Officer Cash Severance Policy* |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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| *Management contract or compensatory plan or arrangement |
INDEX TO EXHIBITS
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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| *Management contract or compensatory plan or arrangement |
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.
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| | | ELECTRONIC ARTS INC. |
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| Dated: | September 1, 2022 | By: | /s/ Jacob J. Schatz |
| | | Jacob J. Schatz | |
| | | Chief Legal Officer and Corporate Secretary |
