SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2021
ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
|(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)|
|(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))|
|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.
|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|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2021, Mr. Kofi A. Bruce, Chief Financial Officer of General Mills, Inc. accepted an invitation to be nominated to the Board of Directors (the “Board”) of Electronic Arts Inc. (“EA”) at EA’s 2021 annual meeting of stockholders. If elected, Mr. Bruce is expected to be appointed to EA’s Audit Committee. The Board has determined that Mr. Bruce meets the independence requirements of the Securities and Exchange Commission and the NASDAQ Stock Market Rules and qualifies as an “audit committee financial expert” under such rules.
If elected, Mr. Bruce will receive a grant of restricted stock units with a value of $260,000 issued under EA’s 2019 Equity Incentive Plan (the “EIP”), which reflects the same equity compensation as will be granted to each of EA’s non-employee directors who are elected at EA’s 2021 annual meeting of stockholders. These restricted stock units will vest, subject to the terms of the EIP, upon the earlier of (1) one-year from the grant date and (2) EA’s 2022 annual meeting of stockholders. Mr. Bruce will also receive the Board’s annual retainer of $60,000 and an additional $15,000 for his service on the Audit Committee during the 2021 Board year.
A press release announcing Mr. Bruce’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release, dated as of June 10, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
INDEX TO EXHIBITS
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:||June 10, 2021||By:||/s/ Jacob J. Schatz|
|Jacob J. Schatz|
|Executive Vice President, General Counsel and |