ELECTRONIC ARTS INC. (NASDAQ:EA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2017, the Board of Directors (the “Board”) of Electronic Arts Inc. (“EA”) increased the number of authorized directors of EA to eleven from ten and appointed Ms. Heidi Ueberroth to the Board. The Board has determined that Ms. Ueberroth meets the independence requirements of the Securities and Exchange Commission and the NASDAQ Stock Market Rules.

Ms. Ueberroth will receive restricted stock units with a value of $195,000 issued under EA’s 2000 Equity Incentive Plan (the “EIP”), which reflects the pro-rated portion of the restricted stock units granted to each of our non-employee directors who were elected at the 2017 annual meeting of EA’s stockholders. These restricted stock units will vest, subject to the terms of the EIP, on the earlier of (1) August 3, 2018 and (2) the 2018 annual meeting of EA’s stockholders. In addition, Ms. Ueberroth will receive a pro-rated portion of the Board’s annual retainer to reflect her service during the 2017 Board year.

A press release announcing Ms. Ueberroth’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

On November 8, 2017, EA entered into an agreement to acquire Respawn Entertainment, LLC (“Respawn Entertainment”). Under the agreement, EA will pay $151 million in cash, and up to $164 million in long-term equity in the form of restricted stock units to employees, which will vest over four years. In addition, EA may be required to pay additional variable cash consideration that is contingent upon achievement of certain performance milestones, relating to the development of future titles, through the end of calendar 2022. The additional consideration is limited to a maximum of $140 million. The transaction is expected to close by the end of the calendar 2017 or soon thereafter, subject to regulatory approvals and other customary closing conditions. The acquisition is expected to be neutral to EA’s net income in fiscal years 2018 and 2019.

A press release announcing the acquisition of Respawn Entertainment is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

INDEX TO EXHIBITS

ELECTRONIC ARTS INC. Exhibit
EX-99.1 2 pressrelease-ueberroth.htm PRESS RELEASE Exhibit Exhibit 99.1Contact:  John ReseburgChris Evenden Corporate CommunicationsInvestor Relations Electronic ArtsElectronic Arts 650-628-3601650-628-0255 [email protected] [email protected] HEIDI UEBERROTH JOINS THE ELECTRONIC ARTS BOARD OF DIRECTORSREDWOOD CITY,…
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About ELECTRONIC ARTS INC. (NASDAQ:EA)

Electronic Arts Inc. develops, markets, publishes and distributes games, content and services that can be played by consumers on a range of platforms, which include consoles, personal computers (PCs), mobile phones and tablets. The Company’s games and services are based on a portfolio of intellectual property that includes established brands, such as FIFA, Madden NFL, Star Wars, Battlefield, the Sims and Need for Speed. The Company markets and sells its games and services through retail channels and through digital distribution channels. The Company’s PC games and additional content can be downloaded directly through its Origin online platform, as well as through third-party online download stores. Its mobile, tablet and PC free-to-download games and additional content are available through third-party application storefronts, such as the Apple Application Store and Google Play.