Electronic Arts : FY25 Proxy Statement and Annual Report
EA
Published on 06/25/2025 at 12:49
At EA, our ongoing values are the foundations of our shared culture. Our ongoing values motivate us. Unite us. Inspire us.
Striving to bring imagination, original ideas, and excitement to everything we do.
Acting with the curiosity and courage that it takes to experiment, innovate and lead.
We are at our best when we pursue what we love, and have fun doing it.
Bringing focus, drive and conviction to our actions. Thriving on the journey and being motivated to achieve excellence.
Listening, having humility and being open to new ways of thinking, and looking with a lens of inclusion.
Challenging ourselves to grow and change as a company.
Committed to each other, and to the accountability and integrity it takes to be a successful team.
On behalf of the Board of Directors, thank you for your investment in Electronic Arts.
At Electronic Arts, we inspire the world to play. Over the past year, our teams have continued to deliver on our mission, producing games and experiences that inspire hundreds of millions of players around the world. Amid a shifting environment, we remain
well-positioned to shape the future of entertainment. I am extremely proud of our teams and their commitment and determination throughout fiscal year 2025.
STRATEGIC PILLARS
As entertainment continues to become more social and connected, EA is executing across our three strategic pillars to (1) create content and experiences that entertain and engage massive online communities, (2) tell blockbuster stories, and (3) harness the power of community in, around, and beyond our games. Leveraging our portfolio, we engage some of the biggest online communities in the world. We're also working to expand beyond the bounds of our games, building new tools to encourage community-driven creation. And longer term, we're scaling our generative A.I. efforts to transform the gaming experience and create new forms of interactive entertainment.
FISCAL 2025 HIGHLIGHTS
During fiscal 2025 we delivered amazing games and experiences to our players and communities. We sharpened our operational discipline, strengthened execution and delivered long-term value to our stockholders. We acted quickly to changing market dynamics within our EA SPORTS FC franchise, delivering updates to the game that reaffirmed its position as one of the world's largest entertainment platforms. We reintroduced EA SPORTS College Football to incredible success, far exceeding expectations. Our American Football ecosystem delivered over a billion dollars in net bookings in fiscal year 2025. In total, our teams delivered the biggest net bookings year ever for EA SPORTS.
Beyond sports, our entertainment pipeline is one of the strongest ever. Our Sims franchise exceeded expectations for the fiscal year driven by strong demand for creator-built content, mobile engagement and community connection. Through Battlefield Labs, we took a modern, player-first approach to building, testing and marketing the next Battlefield. We're engaging players earlier and more meaningfully than ever before and applying those learnings from the community to the game. We can't wait for the community to experience the finished product.
We also continued our strong track-record of returning capital to stockholders, executing a $1 billion accelerated stock repurchase program, in addition to our regular stock repurchase activity and quarterly dividends. In total, we returned $2.7 billion to stockholders during the fiscal year.
EXPERIENCED BOARD TO OVERSEE OUR STRATEGY
We have an experienced and engaged Board of Directors with a complementary set of skills, industry experience and backgrounds that support the oversight of our long-term strategy. We believe these skill sets contribute to the Board's effectiveness in managing risk and providing guidance, positioning EA for long-term success in a dynamically changing business environment.
As the industry evolves, the Board is focused on remaining well-positioned to provide effective oversight through prudent refreshment efforts.
OUR NEXT STEPS
This is an exciting time for Electronic Arts. In an increasingly uncertain and competitive environment, EA's leading IP, transformative technology, global network of passionate players, and the best creative talent in the industry uniquely positions us to lead in a rapidly evolving world. Our focus, adaptability, and strategic clarity give us the tools to thrive in any environment. At this important moment, we're optimistic about what comes next.
ANDREW WILSON
Chief Executive Officer and Board Chair
Date and Time
August 14, 2025 (Thursday)
2:00 pm (Pacific)
Voting Items
PROPOSALS
3
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026.
"FOR"
page 63
1
Location
Virtually at https://www.virtualshareholder meeting.com/EA2025
2
Who Can Vote
Stockholders as of June 17, 2025 are entitled to vote.
To elect the eight nominees listed in the Proxy Statement to the Board of Directors to hold office for a
one-year term.
"FOR" each director nominee
page 61
To conduct an advisory vote to approve named executive officer compensation.
"FOR"
page 62
Stockholders will also act on any other matters that may properly come before the meeting. Any action on the items of business described above may be considered at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
This year, we will hold the Annual Meeting virtually. There will not be a physical location for the Annual Meeting to attend the Annual Meeting in person. We believe that holding our Annual Meeting virtually allows for a broader audience and provides a viewing and participation experience for all stockholders, regardless of geographic location.
For more information on how to attend the Annual Meeting, please see page 64 of this Proxy Statement.
Your vote is important. You do not need to attend the Annual Meeting to vote if you have submitted your proxy in advance of the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible so that your shares may be represented at the Annual Meeting. In the event of a technical malfunction or situation that makes it advisable to adjourn the Annual Meeting, the chair will convene the meeting at 2:30 p.m. Pacific Time on August 14, 2025 at the Company's principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at https://ir.ea.com.
By Order of the Board of Directors,
JACOB J. SCHATZ
EVP of Global Affairs, Chief Legal Officer and Corporate Secretary
How to Vote
Online Before the Meeting
Visit https://www.proxyvote.com and follow the instructions provided in the Notice.
Telephone
Follow the instructions provided on your proxy card or voting instruction card.
Submit your proxy by mail by signing your proxy card, and mail it in the enclosed, postage-paid-envelope.
Online at the Meeting
Attend the Annual Meeting virtually at https://www.virtualshareholdermeeting.com/ EA2025 and follow the instructions on the website.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to Be Held on August 14, 2025.
Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the "Annual Report") for the fiscal year ended March 31, 2025, is available at https://http://ir.ea.com.
Proxy Highlights 1
Board of Directors and Corporate Governance 4
Board Nominees and Structure 4
Board's Role and Responsibilities 13
Board Policies 15
Director Compensation 16
Compensation Discussion & Analysis 19
Executive Summary 19
Stockholder Engagement 22
Process for Determining Our NEOs' Compensation 24
Our NEOs' Fiscal Year 2025 Compensation 26
Other Compensation Practices and Policies 40
Compensation Committee Report on Executive Compensation 41
Executive Compensation Tables 42
Fiscal Year 2025 Summary Compensation Table 42
Fiscal Year 2025 Grants of Plan-Based Awards Table 44
Outstanding Equity Awards at Fiscal Year 2025 Year-End Table 46
Potential Payments Upon Termination or Change in Control 49
Fiscal Year 2025 Pay Ratio 52
Pay Versus Performance Table 53
Equity Compensation Plan Information 55
Audit Matters 56
Selection and Engagement of Independent Registered Public Accounting Firm 56
Fees of Independent Auditors 57
Pre-approval Procedures 57
Report of the Audit Committee of the Board of Directors 58
Stock Ownership Information 59
Security Ownership of Certain Beneficial Owners and Management 59
Stock Ownership Requirements 60
Delinquent Section 16(a) Reports 60
Insider Trading, Anti-Hedging and Anti-Pledging Policies 60
Proposals to be Voted on 61
Proposal 1: Election of Directors
61
Proposal 2: Advisory Vote to Approve Named Executive
Officer Compensation
Proposal 3: Ratification of the Appointment of KPMG LLP,
62
Independent Public Registered Accounting Firm
63
Other Information 64
Appendix A: Supplemental Information for CD&A 69
In this Proxy Statement, we make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as "anticipate," "believe," "expect," "intend," "estimate," "plan,"
"predict," "seek," "goal," "will," "may,"
"likely," "should," "could," "continue," "potential" (and the negative of any of these terms), "future" and similar expressions to identify forward-looking statements. In addition, any statements that refer
to projections of our future financial performance, trends in our business, projections of markets relevant to our business, our corporate responsibility initiatives (including environmental, social and impact matters), uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are aspirational, are not guarantees of future performance and reflect management's current expectations. Statements regarding our environmental, social and impact initiatives may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the
future; in the context of this disclosure, they may also not be considered material for purposes of reporting
with the Securities and Exchange Commission. Our actual results could differ materially from those discussed in the forward-looking statements.
Please refer to the Annual Report for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement.
These forward-looking statements speak only as of the date of this Proxy Statement; we assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.
Disclaimer
Electronic Arts Inc. published this content on June 25, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 25, 2025 at 16:48 UTC.