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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) June 16, 2023    

 ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware0-1794894-2838567
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
209 Redwood Shores Parkway,Redwood City,California94065-1175
(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 ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.01 par valueEANASDAQ 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 June 20, 2023, Electronic Arts Inc. (“EA”) announced organization updates with changes to the executive team. Stuart Canfield was appointed Executive Vice President, Chief Financial Officer, effective June 20, 2023 (the “Effective Date”), following the decision of Chris Suh to step down as Chief Financial Officer with a departure date of June 30, 2023. In addition, EA announced Laura Miele has been appointed President of EA Entertainment, Technology and Central Development, effective June 20, 2023. In this role, she will oversee the development and production of key games and services in the EA Entertainment portfolio, while continuing to lead central technology and development services to drive execution and operational efficiencies. The announcement also noted that Chris Bruzzo, EA’s Chief Experience Officer informed the Company of his decision to retire with an effective date of June 30, 2023.

A 20 year veteran of EA, Mr. Canfield, age 44 has held several positions of increasing responsibility within EA's finance organization since joining EA in 2003, including Senior Vice President, Enterprise Finance and Investor Relations from March 2023 to June 2023; Senior Vice President, Finance – Head of Global Financial Planning & Analysis from October 2021 to February 2023; and Senior Vice President, Finance – Head of Corporate & Global Studios from June 2018 to September 2021. Mr. Canfield holds a B.A. from the University of London. Mr. Canfield has deep experience across global finance, investor relations and operational leadership within EA and the interactive entertainment industry. He has led the financial strategy of EA’s studios organization and, more recently, EA’s enterprise financial planning and investor relations functions.

In connection with his appointment as Executive Vice President, Chief Financial Officer, EA entered into an offer letter with Mr. Canfield setting forth the terms of his employment and compensation. Under the terms of the offer letter, Mr. Canfield’s annual base salary will be $625,000, and he will be eligible for an annual cash bonus with a target bonus opportunity equal to 100% of his base salary. Funding for Mr. Canfield’s annual cash bonus will be based 60% on company financial performance and 40% on company business performance, in each case, based on pre-established goals approved by the Compensation Committee (the “Compensation Committee”) of EA’s Board of Directors. The actual bonus award, if earned, will also be based on achievement against individual performance objectives.

Mr. Canfield will be granted an equity award consisting of restricted stock units (“RSUs”) with a grant date value of $2,400,000, and performance-based restricted stock units (“PRSUs”) with a target grant date value of $3,600,000. It is expected that the equity award will be granted on or about June 21, 2023. The structure of the equity award is intended to put a significant portion of Mr. Canfield’s compensation at risk, in order to align with the interests of our stockholders and to promote long-term retention in our highly competitive industry and geographic area. In addition, the grant date value of the award was determined in consideration of the market compensation paid to chief financial officers among the peer group of companies that the Compensation Committee references for executive compensation.

Subject to Mr. Canfield’s continued employment with EA on the applicable vesting dates, the RSUs will vest over three years, with one-third of the RSUs vesting on the first anniversary of the grant date and one-sixth of the RSUs vesting every six months thereafter until the RSUs are fully vested. The PRSUs will be subject to the same vesting terms as the PRSU awards granted to EA’s named executive officers, including: cliff-vesting at the end of a three-year performance period, with one-third of the award based on relative total stockholder return performance compared to the Nasdaq-100 Index over such three-year period, one-third based on annual net bookings performance for each fiscal year during the performance period, and one-third based on annual non-GAAP operating income performance for each fiscal year during the performance period. The equity award will be granted under EA’s 2019 Equity Incentive Plan (the “Equity Plan”) and will be subject to the terms of the Equity Plan and the applicable RSU and PRSU award agreements. Further information regarding the structure of the PRSUs may be found in EA’s Proxy Statement, filed on June 24, 2022.

Mr. Canfield will be eligible to participate in employee benefit plans and arrangements generally available to EA’s U.S. employees and similarly-situated senior executives of EA from time to time.

The foregoing description of Mr. Canfield’s compensation arrangements under the offer letter is qualified in its entirety by reference to the offer letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

There are no arrangements or understandings between Mr. Canfield and any other persons, pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Canfield and any director or



executive officer of EA. Mr. Canfield has not engaged in any related person transaction (as defined in Item 404(a) of Regulation S-K) with EA.

Mr. Suh will not receive severance payments in connection with his resignation from EA and all unvested equity awards will be forfeited. Pursuant to the terms of Mr. Suh’s Offer Letter for Employment, dated January 14, 2022, he will repay a portion of his sign-on bonus and his relocation benefits as a result of his departure.


Item 7.01     Regulation FD Disclosure.

On June 20, 2023, Chief Executive Officer Andrew Wilson shared organization updates to employees, which was published on the Company’s website at www.ea.com/news. A copy of the blog posting is attached hereto as Exhibit 99.1.

The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
10.1
Offer letter for Employment at Electronic Arts Inc. to Stuart Canfield, dated June 19, 2023*
99.1
EA Blog Posting from ea.com/news, dated June 20, 2023
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Management Contract or compensatory plan or arrangement












INDEX TO EXHIBITS

Exhibit No.Description
104Cover 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:June 20, 2023By:/s/ Jacob J. Schatz
Jacob J. Schatz
Chief Legal Officer and Corporate Secretary

Exhibit 10.1
image_1.jpg

June 19, 2023

Stuart Canfield
VIA EMAIL

Dear Stuart,
I’m thrilled to recognize your tremendous value to Electronic Arts Inc. (the “Company”) with your promotion to Executive Vice President, Chief Financial Officer, on the terms and conditions below.
Position
Effective June 20, 2023 (the “Effective Date”), you will report to Andrew Wilson, Chief Executive Officer and Chairman of the Company, and continue to be based out of EA’s Redwood Shores, California office.
Base Salary 
Your annual base salary will be $625,000, and will be paid, less applicable taxes and withholdings, in accordance with the Company’s normal payroll cycle.
Annual Discretionary Cash Bonus 
Your annual discretionary bonus target will be 100% of your annual base salary. For fiscal year 2024, funding of your annual cash bonus award will be based 60% on Company financial performance, and 40% on Company business performance, in each case based on pre-established goals approved by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”). Your actual bonus award, if earned, will also be based on your individual performance. Bonus payouts are delivered in June following the performance period if bonuses are earned. The bonus performance period aligns with EA’s fiscal year, which begins on or around the 1st of April, and ends on or around the 31st of March of the following year. You must be actively employed by EA at the time bonuses are paid out to receive a bonus payment. The Company may amend or terminate the bonus program at any time.
Equity Award
We will recommend that the Compensation Committee approve the grant of an equity award (the “Equity Grant”), which will consist of (1) restricted stock units (“RSUs”) with a grant date value of


image_0.jpg
$2,400,000, and (2) performance-based restricted stock units (“PRSUs”) with a target grant date value of $3,600,000. The number of RSUs and PRSUs granted to you will be calculated by dividing the RSU grant date value and target PRSU grant date value by the closing price of EA’s common stock on the grant date and rounding down to the nearest whole share. We expect that the Equity Grant will be granted to you shortly after the Effective Date; however, the grant date could be later depending on a variety of factors. The Equity Grant will be granted under, and subject to the terms and conditions of the Company’s 2019 Equity Incentive Plan (the “Equity Plan”) and the applicable award agreements for the RSUs and PRSUs. You must be actively employed by the Company on the grant date in order to be eligible to receive the Equity Grant.
RSUs
Subject to your continued employment with the Company on the applicable vest dates, one-third (1/3) of the RSUs will vest on the first anniversary of the grant date and one-sixth (1/6) of the RSUs will vest every six months thereafter, until the RSUs are fully vested. The actual terms of the RSUs will be governed by the Equity Plan and the applicable RSU award agreement.
PRSUs
The PRSUs will be subject to the same vesting terms as the PRSUs granted to the Company’s named executive officers. The actual terms of the PRSUs will be governed by the Equity Plan and the applicable PRSU award agreement.
Change in Control Severance Plan
As an Executive Vice President of the Company, you will be eligible to participate in the Company’s Amended and Restated Change in Control Severance Plan (the “CIC Plan”) as a “Tier 2 Participant,” and as a “Specified Employee” (as set forth in Schedule A of the CIC Plan). A copy of the CIC Plan is publicly filed with the Securities and Exchange Commission.
Benefits and Paid Time Off 
You will be eligible to participate in employee benefit plans, programs and arrangements generally available to our U.S. employees and similarly-situated senior executives of the Company from time to time. The Company reserves the right to review, amend and/or terminate its benefits plans, programs and arrangements from time to time in accordance with their terms.
Employment Status
Nothing contained in this offer letter is intended to create a contract of employment for any specific duration. Your employment with the Company is at will and can be terminated with or without cause and with or without notice at any time by either you or the Company. Your at-will

2


image_0.jpg
employment status can only be changed with express approval of the Company’s Chief People Officer or his or her designee.
Offer Contingencies
A background check is required and is currently in process. This offer is contingent on satisfactory results from this check. This means that if the result of this check is not acceptable to EA, this may result in withdrawal of the offer or termination of employment as permitted by law. EA uses a third-party vendor to conduct background checks.
Accepting your offer 
If you would like to accept this offer, please sign below and submit all pages of the original offer letter. You’ll be given a digital copy of the signed offer letter once you have submitted it back to EA.
This offer letter, including any referenced documents, forms the entire agreement between you and the Company and replaces all prior communications on matters related to employment at EA.

Sincerely,

/s/ Andrew Wilson

Andrew Wilson
Chief Executive Officer and Chairman
Electronic Arts Inc.

Accepted by:

/s/ Stuart Canfield
Stuart Canfield

June 19, 2023
Date

3


Exhibit 99.1

The below announcement was shared with Electronic Arts employees by our CEO Andrew Wilson.
Subject: Empowering our Creative Leaders to Drive Growth

Team,

The amazing experiences we create and deliver — across platforms, geographies, and business models — captivate hundreds of millions of players and counting. As more and more people around the world choose games as their first and most important way to come together, express themselves, and share their fandom, what we do together as leaders of interactive entertainment matters more than ever.

Engaging these growing audiences represents incredible opportunities for our teams to entertain massive online communities, create blockbuster interactive storytelling, and amplify the power of community in and around our games with social and creator tools. Creativity and innovation have always been the foundation of everything we do. Now, we must further empower our creative teams so that we might realize our strategic vision.

Today, we are announcing the next step of our strategy by aligning our studios into two organizations that report to me — EA Entertainment and EA SPORTS. This evolution of our company continues to empower our studio leaders with more creative ownership and financial accountability to make faster and more insightful decisions around development and go to market strategies. These steps will accelerate our business, drive growth, and deliver long-term value for our people, our players and our communities.

EA Entertainment encompasses extraordinary owned IP, including some of the world’s most beloved blockbuster franchises, as well as licensed IP through powerful collaborations. We’re building the future of interactive entertainment on a foundation of legendary franchises and innovative new experiences, which represents massive opportunities for growth.

I am excited to announce that Laura Miele has been appointed President of EA Entertainment, Technology & Central Development. She will oversee key studios, empowering them with more creative ownership, while continuing to lead central technology and development services to drive execution and operational efficiencies. Laura has a proven track record of leading creative teams at scale and delivering business results. I thank Laura for her incredible leadership and look forward to partnering with her on delivering our compelling strategy as she steps into this crucial role to drive transformational growth for the company.

As part of EA Entertainment, Vince Zampella, who has an unrivaled reputation for creating games that shape culture and build communities, will lead the world-class studios responsible for Apex Legends, our Star Wars games, and Battlefield. Samantha Ryan will remain focused on leading lifestyle franchises and blockbuster single-player experiences. Jeff Karp will continue to lead mobile, positioning us for significant growth on the world’s largest platform. In addition to focusing on the future of our globally recognized mobile games, Jeff and his team will partner with franchise leaders to build on the success of titles such as FIFA Mobile to create connected ecosystems for our players.

EA SPORTS is home to some of the most valuable properties in all of sports, with an incredible portfolio of IP, massive online communities with hundreds of millions of fans, and more global rights for more sports than anywhere else in interactive entertainment. Cam Weber has been appointed President of EA SPORTS, guiding the organization responsible for our genre-leading EA SPORTS



experiences and our entire racing portfolio. With expanded business ownership, he will accelerate the teams’ ambitious growth plans, including building EA SPORTS FC and our American football franchises into connected multi-platform ecosystems. Through Cam’s unparalleled leadership, our EA SPORTS teams are already the best in the business, and we are positioned to lead the future of sports fandom.

With cultural and generational trends continuing to expand the definition of games beyond play to new modes of watch, create and connect, we must continually evolve to meet and engage players on their terms, and through their preferred platforms. Newly appointed EVP and Chief Experiences Officer David Tinson will lead the EA Experiences team to develop and scale services and capabilities across Commercial, Marketing, WWCE, EAX and Positive Play in order to inspire, engage and connect fans, in and around our games. David’s vision, passion, and focus on culture-defining storytelling and experiences will position this team to drive business impact and amplify the power of our communities both in and beyond our games.

Today’s announcement also includes the news of Chris Bruzzo’s retirement at the end of the month. Over the last nine years, Chris led many innovative global player campaigns for EA’s biggest franchises, establishing the company’s first commitments to positive play, inclusion and accessibility, making our games safer, fairer, and more equitable for all people. Through a deep commitment to leadership succession planning, Chris has partnered closely with David to prepare for this transition. I am deeply grateful for Chris’ lasting impact on our business, people and culture.

In addition, Chris Suh has made the personal decision to leave the company and pursue another opportunity. I thank Chris for his work and wish him all the best. Stuart Canfield has been appointed EA’s new EVP and Chief Financial Officer. With 20 years of experience in global finance, investor relations, and operational leadership roles, Stuart brings extensive knowledge of our business and the broader gaming industry, as well as a proven track record of delivering results. As CFO of our global studio organizations and EA SPORTS, he played a pivotal role in transforming our company. It has been my great fortune to work alongside Stuart for two decades and I deeply respect and value his guidance and leadership. Today’s appointment is the result of a strategic succession process, and Stuart is the right leader to drive long-term shareholder value and unlock further growth.

Over the coming months, Stuart, Laura, Cam, and David will partner closely with studio leaders to implement these organizational changes, further embedding dedicated capabilities into franchise teams and driving operational rigor. Chief Strategy Officer Mihir Vaidya will now report directly to me, and together with Chief People Officer Mala Singh and Chief Legal Officer Jake Schatz, our entire management team is focused on executing our core strategies to drive results.

Our business remains strong, and I could not be more excited about our future as we bring more amazing games and experiences to more people around the world. Thank you for your creativity, passion, and all that you do, as we write the next great chapter of our story together.

Be well,

Andrew