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) July 31, 2012

 

 

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))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Appointment of Executive Officer

On July 31, 2012, Electronic Arts Inc. (“EA”) issued a press release in which it announced that Blake Jorgensen has been appointed Executive Vice President, Chief Financial Officer with responsibility for EA’s global financial operations. Mr. Jorgensen is expected to start at EA in early September 2012.

Mr. Jorgensen, age 52, has served as Executive Vice President and Chief Financial Officer for Levi Strauss & Co. since July 2009. Prior to joining Levi Strauss & Co., Mr. Jorgensen was Chief Financial Officer of Yahoo! Inc., from June 2007 to June 2009. Prior to joining Yahoo! Inc., Mr. Jorgensen was the Chief Operating Officer and Co-Director of Investment Banking at Thomas Weisel Partners, which he co-founded in 1998.

A copy of the press release is attached hereto as Exhibit 99.1.

Compensatory Arrangements with Mr. Jorgensen

A copy of the letter of employment with Mr. Jorgensen (the “Offer Letter”) is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The following summary of the Offer Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached agreement.

The material terms of the Offer Letter are as follows:

 

  •  

Mr. Jorgensen’s annual base salary will be $650,000 and his discretionary target bonus percentage will be 100% of his annual base salary.

 

  •  

EA has agreed to pay Mr. Jorgensen a one-time bonus of $350,000 (minus applicable taxes) at the time of hire, which is earned at the completion of Mr. Jorgensen’s second year of employment. If Mr. Jorgensen voluntarily leaves his employment with EA or is terminated for any reason other than a reduction in force that eliminates his job position (a) prior to the one-year anniversary of his date of hire, he has agreed to repay EA the full amount of the bonus, or (b) on or after the one-year anniversary of his hire date and prior to the second anniversary of his hire date, he has agreed to pay EA an amount equal to a pro-rata portion (days remaining in the two year period / 730 days) of the bonus.

 

  •  

EA has agreed to grant Mr. Jorgensen 200,000 restricted stock units in accordance with EA’s 2000 Equity Incentive Plan, which vest as to 25% of the shares on each of the first, second, third and fourth anniversaries of the original grant date.

In accordance with EA’s standard equity grant policies, Mr. Jorgensen’s restricted stock units will be granted on the first regularly scheduled grant date on or after he commences employment with EA (i.e. the 16 th of the month on or following the date on which he commences employment with EA, or the first NASDAQ trading day thereafter). Mr. Jorgensen will also participate in the compensation and benefits programs generally available to EA’s executive officers.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Offer Letter dated July 25, 2012.
99.1    Press release dated July 31, 2012.

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: July 31, 2012     By:   /s/ Stephen G. Bené
       

Stephen G. Bené

Senior Vice President, General Counsel and Corporate Secretary

INDEX TO EXHIBITS

 

Exhibit No.

  

Description

10.1    Offer Letter dated July 25, 2012.
99.1    Press release dated July 31, 2012.

Exhibit 10.1

 

LOGO

July 25, 2012

Blake Jorgensen

Dear Blake,

Congratulations! Please accept our offer to become part of EA’s rich game making history and future.

I am pleased to offer you a regular full-time position with Electronic Arts as Executive Vice President, Chief Financial Officer at a base salary of $650,000.00 annualized, minus applicable deductions. You will be reporting to John Riccitiello, CEO.

As an EA employee, you will be eligible to participate in our discretionary bonus program. Your discretionary bonus target will be 100% of your salary. Bonus payments are calculated and paid based on the achievement of various individual and company performance objectives, as periodically established and evaluated by EA. You must be employed by EA by January 15th to be eligible for a bonus for the current bonus period. For those who have been employed for less than 1 year, bonus payments are prorated based on actual months of employment. The specific terms and conditions applicable to your individual participation in the bonus program will be based on your position within EA and are subject to change in EA’s sole discretion. You must be employed by EA at the time bonuses are paid to receive a bonus payment.

I will recommend to the Executive Compensation and Leadership Committee that you be granted a one-time Ownership Award in the form of 200,000 Restricted Stock Units (RSUs) in accordance with our 2000 Equity Incentive Plan. This Award will vest in 25% increments annually on each of the first, second, third and fourth anniversaries of the original grant date. The Committee typically grants RSUs on the 16 th of each month or on the next business day following this date when it falls on a weekend or holiday; however, the date on which the Committee acts could be later depending on a variety of factors, including the proximity of your start date to the 16 th . You will receive more details regarding this Award from Stock Administration after the grant date.

EA reviews performance and compensation levels annually, and it currently makes merit adjustments in June of each year. To be eligible for a merit increase at next June’s review, you must commence employment by March 31 st of the same calendar year.

Lastly, EA is providing you a one-time bonus of $350,000.00 (minus applicable taxes) at the time of hire, which is earned at the completion of your second year of employment but you will receive it within the first 30 days of your employment. If you voluntarily leave your employment with EA or are terminated for any reason other than a reduction in force that eliminates your job position (a) prior to the one year anniversary of your hire date, you agree to repay to EA the full amount of the bonus; or (b) on or after the one year anniversary of your hire date and prior to the second anniversary of your hire date, you agree to pay EA an amount equal to a pro-rata portion (days remaining in the two year period/730 days) of the bonus. Payment must be made to EA upon your last day of employment.

If you have any questions about this offer or about your eligibility to participate in or to be covered by any of the described benefits, please call me. For your information, I have enclosed several documents that will provide an introduction to life at EA, including an overview of our benefits programs and EA’s Global Code of Conduct. Other EA policies and procedures are available on EA’s intranet and will be reviewed with you at orientation.

In the course of your work, you will have access to proprietary materials and concepts. Our offer is contingent upon your returning a signed copy of Electronic Arts’ New Hire/ Proprietary Information Agreement, which is attached. Two copies are enclosed for signature (please keep one for your own records). Please return a signed copy before your first day of employment.

This offer of employment is also contingent upon your providing Electronic Arts with proof that you have the legal right to work in the United States. This will be handled as part of your orientation process.

In addition, you may be subject to a background check based on your position. If applicable, you will receive a written notice under separate cover, and this offer is contingent upon the results of such check being acceptable to EA.

This offer letter contains the entire understanding between you and Electronic Arts as to the terms of your employment offer and specifically supersedes all previous discussions you may have had with anyone at Electronic Arts regarding those terms.

If you accept this job offer, your start date will be on a mutually agreed upon start date.

This offer of employment is valid for three (3) days from your receipt of this letter. If you have not accepted by this date, we will assume that you have declined the offer.

If you accept this offer, please sign below and return both pages of the original offer letter to Nellie Peshkov in Human Resources in the enclosed envelope. Please keep a copy for yourself. Please plan on attending New Hire Orientation to be held on your first day at 8:30 a.m. Please read the enclosed new hire package and bring the completed forms to New Hire Orientation.

Please join our team and help us be the place where GREAT people create and deliver GREAT games.

If you have any questions regarding this offer, please feel free to contact me.

Sincerely,

/s/ John Riccitiello

John Riccitiello

Chief Executive Officer

Electronic Arts

Enclosures

 

Accepted by candidate:   Date:
/s/ Blake Jorgensen   July 26, 2012

Exhibit 99.1

MEDIA CONTACT:

John Reseburg

EA Corporate Communications

650-628-3601

jreseburg@ea.com

EA APPOINTS BLAKE JORGENSEN AS CHIEF FINANCIAL OFFICER

REDWOOD CITY, Calif. – July 31, 2012 – Electronic Arts Inc. (NASDAQ: EA) today announced Blake Jorgensen has been appointed as the company’s Executive Vice President and Chief Financial Officer. Mr. Jorgensen will report directly to Chief Executive Officer John Riccitiello and will have responsibility for the company’s global financial operations. He will start at EA in early September 2012.

Mr. Jorgensen joins EA after serving as Executive Vice President and Chief Financial Officer for Levi Strauss & Co. since July 2009. Prior to this, he served as Chief Financial Officer of Yahoo! Inc., and as the Chief Operating Officer and Co-Director of Investment Banking at Thomas Weisel Partners, which he co-founded in 1998.

“We are very pleased to have an executive with Blake’s experience joining our senior team at EA,” said EA CEO John Riccitiello. “His deep understanding of finance and experience in online commerce and entertainment will be instrumental to EA’s transformation into digital distribution of game content and services. Beyond his experience and leadership profile, we think Blake is a great cultural fit for EA and the game industry.”

“New devices, digital distribution and a rapidly expanding audience make this an incredibly exciting time to join the game industry,” said Blake Jorgensen. “EA is a leader on every major game format from packaged goods to mobile, social and free-to-play. I look forward to joining this team and helping them expand their global leadership.”

Prior to Thomas Weisel Partners, Mr. Jorgensen held roles at Montgomery Securities, MAC Group/Gemini Consulting and Marakon Associates. He graduated from Stanford University with a degree in Economics in 1982 and earned his MBA at Harvard Business School in 1988. Mr. Jorgensen and his wife Debbie live in the San Francisco Bay Area.

About Electronic Arts

Electronic Arts (NASDAQ: EA) is a global leader in digital interactive entertainment. The Company delivers games, content and online services for Internet-connected consoles, personal computers, mobile phones, tablets and social networks. EA has more than 220 million registered players and operates in 75 countries.

In fiscal 2012, EA posted GAAP net revenue of $4.1 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality blockbuster brands such as The Sims ™, Madden NFL , FIFA Soccer , Need for Speed ™, Battlefield ™ and Mass Effect ™. More information about EA is available at http://info.ea.com.

The Sims and Need for Speed are trademarks of Electronic Arts Inc. Mass Effect is a trademark of EA International (Studio and Publishing) Ltd. Battlefield is a trademark of EA Digital Illusions CE AB. John Madden, NFL and FIFA are the property of their respective owners and used with permission.