Electronic Arts (NASDAQ: EA) revises severance plan, vote outcomes

Rhea-AI Filing Summary

Electronic Arts Inc. reported governance updates from its recent board and stockholder actions. The board approved an amended and restated Change in Control Severance Plan that now provides, among other things, a pro rata bonus for the year in which an eligible executive’s employment is terminated in connection with a change in control, while other severance benefits remain as previously disclosed. The plan also incorporates administrative changes and updates to align with market practice.

At the annual meeting held on August 14, 2025, stockholders elected all nominated directors, including Andrew Wilson and seven other individuals, to serve until the next annual meeting. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026.

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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 14, 2025    

 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):
			☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

EA

NASDAQ Global Select Market

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									☐
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 14, 2025, the Board of Directors (the "Board") of Electronic Arts Inc. (the "Company") approved an amendment and restatement of the Company’s Change in Control Severance Plan following a review of the plan. The material amendments include: (i) providing as severance a pro rata bonus for the year of termination of employment (all other severance benefits remain as described in the Company’s definitive proxy statement filed on June 24, 2025); (ii) certain changes to the administrative provisions of the plan; and (iii) updates to certain provisions not affecting the severance amount to align with market practice.

The foregoing summary of the amended and restated Change in Control Severance Plan is not complete and is qualified in its entirety by reference to the plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Any capitalized term used and not defined in this Current Report on Form 8-K shall have the same meaning set forth in the plan.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Company's annual meeting of stockholders, held on August 14, 2025, the stockholders of the Company voted on the following proposals and cast their votes as described below:

1.    Election of Directors. The individuals listed below were elected to serve on the Board of the Company until the next annual meeting of stockholders or until his or her successor is elected and qualified.

			For						Against						Abstain						Broker Non-Vote
Kofi A. Bruce			209,100,511						2,461,352						144,780						12,133,337
Rachel A. Gonzalez			205,605,675						5,961,091						139,877						12,133,337
Jeffrey T. Huber			202,863,716						8,699,587						143,340						12,133,337
Talbott Roche			205,038,848						6,526,678						141,117						12,133,337
Richard A. Simonson			202,567,098						8,996,375						143,170						12,133,337
Luis A. Ubiñas			195,000,532						16,554,772						151,339						12,133,337
Heidi J. Ueberroth			207,495,075						4,075,113						136,455						12,133,337
Andrew Wilson			198,147,664						12,766,659						792,320						12,133,337

2.    Advisory vote to approve named executive officer compensation.

For						Against						Abstain						Broker Non-Vote
190,731,831						20,344,577						630,235						12,133,337

3.    Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2026.

For						Against						Abstain
203,644,376						19,929,918						265,686

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Electronic Arts Inc. Amended and Restated Change in Control Severance Plan*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

•Management Contract or compensatory plan or arrangement

INDEX TO EXHIBITS

Exhibit No.						Description
10.1						Electronic Arts Inc. Amended and Restated Change in Control Severance Plan*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

•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.

ELECTRONIC ARTS INC.

Dated:

August 15, 2025

By:

/s/ Jacob J. Schatz

Jacob J. Schatz

Chief Legal Officer and Corporate Secretary

FAQ

What change did Electronic Arts (EA) make to its change in control severance plan?

The board approved an amended and restated Change in Control Severance Plan that now includes, as severance, a pro rata bonus for the year of termination when employment ends in connection with a change in control. Other severance benefits remain as described in the company’s definitive proxy statement filed on June 24, 2025.

Were Electronic Arts (EA) director nominees elected at the 2025 annual meeting?

Yes. All nominated directors, including Kofi A. Bruce, Rachel A. Gonzalez, Jeffrey T. Huber, Talbott Roche, Richard A. Simonson, Luis A. Ubiñas, Heidi J. Ueberroth, and Andrew Wilson, were elected to the board to serve until the next annual meeting or until their successors are elected and qualified.

How did Electronic Arts (EA) stockholders vote on executive compensation?

In the advisory vote on named executive officer compensation, stockholders cast 190,731,831 votes for, 20,344,577 against, and 630,235 abstentions, with an additional 12,133,337 broker non-votes. This reflects stockholder approval of the company’s executive pay program on an advisory basis.

Which audit firm did Electronic Arts (EA) stockholders ratify for fiscal 2026?

Stockholders ratified the appointment of KPMG LLP as Electronic Arts’ independent registered public accounting firm for the fiscal year ending March 31, 2026. The vote totals were 203,644,376 shares for, 19,929,918 against, and 265,686 abstentions.

Where can investors find the full text of EA’s amended severance plan?

The amended and restated Change in Control Severance Plan is filed as Exhibit 10.1 and is incorporated by reference. The summary in the report is explicitly stated to be qualified in its entirety by the full plan document.

Did the amendments to EA’s severance plan change all severance benefits?

No. The company states that all other severance benefits remain as described in its definitive proxy statement filed on June 24, 2025. The material amendments primarily add a pro rata bonus component and adjust administrative and market-practice provisions.