ELECTRONIC ARTS INC. (Form: 8-K, Received: 01/31/2022 16:07:56)

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

January 31, 2022

Date of report (Date of earliest event reported)

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)

(I.R.S. Employer

Identification Number)

209 Redwood Shores Parkway

Redwood City, California 94065-1175

(650) 628-1500

(Address of principal executive offices, zip code, telephone numbers)

N/A

(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:

☐	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(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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.

Appointment of Chief Financial Officer

On January 31, 2022, Electronic Arts Inc. (“EA”) issued a press release announcing that Chris Suh has been appointed Executive Vice President, Chief Financial Officer of EA, effective March 1, 2022 (the “Effective Date”). Mr. Suh will serve as EA’s principal financial officer beginning on the Effective Date.

Mr. Suh, age 51, will join EA from Microsoft Corporation, where he has served in various roles since 1996. Most recently, Mr. Suh has served as Corporate Vice President and Chief Financial Officer of Microsoft’s Cloud + AI group, a role he assumed in January 2018. His previous roles at Microsoft include serving as General Manager, Investor Relations, from January 2013 to January 2018; and General Manager, Finance, Worldwide SMB and Channel, from August 2008 to January 2013. Mr. Suh also serves on the Board of Directors and Audit Committee of Cardlytics.

Mr. Suh’s deep experience in a rapidly growing and in-demand technology sector, particularly in the areas of cloud services, AI and advanced technology development, his extensive investor relations background, together with his leadership in all core financial aspects of a large public company made him the best candidate to help EA deliver its long-term strategy.

In connection with his appointment as Executive Vice President and Chief Financial Officer, EA entered into an offer letter with Mr. Suh setting forth the terms of his employment and compensation. Under the terms of the offer letter, Mr. Suh’s annual base salary will be $700,000, and beginning with EA’s fiscal year ending March 31, 2023 (“fiscal year 2023”), he will be eligible for an annual cash bonus with a target bonus opportunity equal to 100% of his base salary. Funding for Mr. Suh’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.

EA also will provide Mr. Suh with certain new hire compensation to make him whole for the estimated value of compensation that he will forfeit upon his departure from his prior employer, induce him to accept employment with EA, incentivize long-term performance, and retain him. The new hire compensation consists of a one-time cash sign-on bonus and a one-time new hire equity award, as described below.

New Hire Sign-On Bonus: EA will pay Mr. Suh a one-time cash sign-on bonus of $4,000,000 within thirty days following the Effective Date. The amount of the sign-on bonus is intended to make Mr. Suh whole for:

•

the estimated value of unvested equity awards that were due to vest over the next 12 months that he will forfeit upon his departure from his prior employer; and

•

the lost opportunity to receive his annual cash bonus from his prior employer given the timing of Mr. Suh’s departure.

Mr. Suh will not be eligible to participate in EA’s annual cash bonus program for fiscal year 2022 and payment for EA’s fiscal year 2023 annual cash bonus, if earned, will not be made until June 2023. The sign-on bonus will be subject to full repayment if Mr. Suh voluntarily resigns from EA prior to the first anniversary of the Effective Date, and pro-rata repayment if he voluntarily resigns on or after the first anniversary and prior to the second anniversary of the Effective Date.

New Hire Equity Award: Mr. Suh will be granted a one-time new hire equity award consisting of restricted stock units (“RSUs”) with a grant date value of $3,000,000, and performance-based restricted stock units (“PRSUs”) with a target grant date value of $3,000,000. It is expected that the new hire equity award will be granted on EA’s first regularly scheduled grant date after the Effective Date. The structure of the new hire equity award was intended to put a significant portion of Mr. Suh’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.

The grant date value of the award was determined in consideration of the following factors:

•

the estimated value of the unvested equity awards that would have vested in years after 2022 that Mr. Suh will forfeit when he joins EA;

•

the market compensation paid to chief financial officers among the peer group of companies that the Compensation Committee references for determining executive compensation; and

•

the competitive landscape in order to induce Mr. Suh to join EA in light of alternative opportunities that he was considering prior to accepting EA’s offer.

Subject to Mr. Suh’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 vesting terms, which are expected to be substantially similar to the structure of the performance-based restricted stock unit awards granted in June 2021 to EA’s named executive officers, beginning with the fiscal year 2023 performance period. The new hire 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. Mr. Suh is expected to participate in EA’s standard annual equity program for executive officers beginning with the fiscal year 2023 performance period, on the same schedule and cadence as EA’s other named executive officers. It is expected that going forward, Mr. Suh’s annual equity award will consist of 60% performance-based restricted stock units and 40% time-based restricted stock units.

Mr. Suh 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. In addition, EA will provide Mr. Suh with relocation benefits to assist Mr. Suh and his family with relocation to the San Francisco Bay Area.

The foregoing description of Mr. Suh’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. Suh and any other persons, pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Suh and any director or executive officer of EA. Mr. Suh has not engaged in any related person transaction (as defined in Item 404(a) of Regulation S-K) with EA.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description of Exhibit

10.1		Offer Letter for Employment at Electronic Arts Inc. to Chris Suh, dated January 14, 2022*

99.1		Press Release dated January 31, 2022 announcing Chris Suh’s appointment as Executive Vice President and Chief Financial Officer of Electronic Arts Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Management Contract or compensatory plan or arrangement

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit

10.1		Offer Letter for Employment at Electronic Arts Inc. to Chris Suh, dated January 14, 2022*

99.1		Press Release dated January 31, 2022 announcing Chris Suh’s appointment as Executive Vice President and Chief Financial Officer of Electronic Arts Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ELECTRONIC ARTS INC.
	(Registrant)

Date: January 31, 2022	By:	/s/ Jacob J. Schatz
		Jacob J. Schatz
		Chief Legal Officer

Exhibit 10.1

LOGO

January 14, 2022

Christopher Suh

VIA EMAIL

Dear Chris,

At Electronic Arts (“EA”), we exist to inspire the world to play. I’m thrilled to invite you to be part of a global team of pioneers who create amazing experiences every day for over 500 million people around the world. I am pleased to offer you a regular full-time position with Electronic Arts Inc. (the “Company”), on the terms and conditions below.

Position

Effective as of a date mutually agreed, but no later than April 3, 2022 (“Start Date”), you will be employed by the Company and will serve as Executive Vice President and Chief Financial Officer of the Company. You will report to Andrew Wilson, Chief Executive Officer and Chairman of the Company, and will be based out of EA’s Redwood Shores, California office.

Base Salary

Your annual base salary will be $700,000, and will be paid, less applicable taxes and withholdings, in accordance with the Company’s normal payroll cycle.

Annual Discretionary Cash Bonus

You will be eligible to participate in our annual discretionary cash bonus program beginning in fiscal year 2023. Your annual discretionary bonus target will be 100% of your annual base salary. For fiscal year 2023, 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.

LOGO

New Hire Compensation

EA will provide you with the following compensation, which is intended to mitigate the estimated value of compensation, including your annual bonus and unvested equity awards, that you will forfeit upon leaving your current employer, as well as an inducement to accept employment with EA.

Sign-On Bonus

EA will pay you a one-time sign-on bonus of $4,000,000, less applicable taxes and withholdings (“Sign-On Bonus”), within thirty (30) days following the Start Date. If you voluntarily leave your employment with EA prior to the one-year anniversary of the Start Date, you agree to repay to EA the full gross amount of the Sign-On Bonus as the Sign-On Bonus will not have been earned. If you voluntarily leave your employment with EA on or after the one-year anniversary of the Start Date and prior to the second anniversary of the Start 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 gross Sign-On Bonus, with the balance of the Sign-On Bonus being earned. You agree to repay to EA any amounts owed as described above within 30 days of your last day of employment with EA.

New Hire Equity Award

We will recommend that the Compensation Committee approve the grant of a one-time new hire equity award (the “New Hire Grant”), which will consist of (1) restricted stock units (“RSUs”) with a grant date value of $3,000,000, and (2) performance-based restricted stock units (“PRSUs”) with a target grant date value of $3,000,000. 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 New Hire Grant will be granted to you on the first regularly scheduled grant date after the Start Date; however, the grant date could be later depending on a variety of factors. The New Hire 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 New Hire 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.

LOGO

PRSUs

The PRSUs will be subject to vesting terms, which are expected to be substantially similar to the structure of the performance-based restricted stock unit awards granted in June 2021 to EA’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 and has been provided separately for your review.

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.

Relocation Assistance

To assist you and your family with relocation to the San Francisco Bay Area, EA will provide you with relocation assistance.

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 employment status can only be changed with express approval of the Company’s Chief People Officer or his or her designee.

Offer Contingencies

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

Background and reference checks are required and are currently in process. This offer is contingent on satisfactory results from these checks. This means that if the results of these checks are 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.

LOGO

This offer is also contingent upon you signing Electronic Arts’ Confidential Information and Inventions Assignment Agreement (CIIAA), a copy of which has been provided separately.

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.

This offer of employment is valid for seven days from when you receive it. If you have not accepted by this date, we will regretfully assume that you have declined the offer.

Sincerely,

/s/ Andrew Wilson

Andrew Wilson

Chief Executive Officer and Chairman

Electronic Arts Inc.

Accepted by:

/s/ Chris Suh

Christopher Suh

January 21, 2022

Date

Exhibit 99.1

Electronic Arts Names Chris Suh as Chief Financial Officer

Microsoft’s Cloud + AI Group Finance Leader Brings More Than Two Decades of Global Finance Leadership in High-Growth Segments

REDWOOD CITY, Calif. – (BUSINESS WIRE) – Electronic Arts (NASDAQ: EA) today named Chris Suh the company’s new Chief Financial Officer, effective March 1. He will replace Blake Jorgensen, who previously announced he is stepping down after nearly a decade of financial leadership at Electronic Arts. Mr. Jorgensen will remain with the company until the summer to assist with the transition and special projects. Mr. Suh will report to Chairman and CEO Andrew Wilson as part of the company’s executive leadership team, and will be responsible for EA’s Accounting, Financial Planning and Analysis, Financial Reporting, Investor Relations, Global Audit, Payroll, SEC Reporting, Tax, and Treasury functions.

Mr. Suh joins Electronic Arts from Microsoft, where he currently serves as Corporate Vice President and Chief Financial Officer of the Cloud + AI group. In that capacity, he has overseen rapid growth and transformation in the Azure and Dynamics businesses to achieve significant scale and improved operational and financial rigor, while completing numerous successful acquisitions and strategic partnerships. He has more than 25 years of experience at Microsoft in a wide variety of senior roles, and has been a strategic leader in the company’s growth as a cloud-first business.

“Chris is an exceptionally qualified leader joining us as we accelerate and transform our business for a socially-connected, cloud-enabled future,” Mr. Wilson said. “I look forward to having Chris as a strategic partner, bringing his extensive experience driving scale and growth to help us achieve our goals. We’re thrilled to welcome him to our executive leadership team at Electronic Arts.”

“I’m incredibly energized to join a world leader in interactive entertainment at a time of such growth and transformation in the industry,” Mr. Suh said. “EA’s bold vision for the future – to connect hundreds of millions of players through social ecosystems with powerful IP at the center – is very compelling. I’m excited to help the company accelerate into this vision and its next phase of growth.”

Mr. Suh has served as Microsoft’s Chief Financial Officer of Cloud + AI since January 2018. Previously, he was General Manager, Investor Relations, from January 2013 to January 2018, where he was responsible for all aspects of shareholder and analyst relations. Prior to that, he served in a wide variety of finance leadership roles, including working with global sales teams and channel partners, FP&A and internal audit.

Before joining Microsoft, Mr. Suh spent four years at PricewaterhouseCoopers. He has a BA in Accounting and Finance from the University of Washington and an MBA from UW’s School of Business. He also serves on the Board of Directors and Audit Committee of Cardlytics.

About Electronic Arts

Electronic Arts (NASDAQ: EA) is a global leader in digital interactive entertainment. The Company develops and delivers games, content and online services for Internet-connected consoles, mobile devices and personal computers.

In fiscal year 2021, EA posted GAAP net revenue of $5.6 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality brands such as EA SPORTS^™ FIFA, Battlefield^™, Apex Legends^™, The Sims^™, Madden NFL, Need for Speed^™, Titanfall^™, Plants vs. Zombies^™ and F1^®. More information about EA is available at www.ea.com/news.

EA SPORTS, Battlefield, Need for Speed, Apex Legends, The Sims, Titanfall and Plants vs. Zombies are trademarks of Electronic Arts Inc. STAR WARS © & TM 2015 Lucasfilm Ltd. All rights reserved. John Madden, NFL, FIFA and F1 are the property of their respective owners and used with permission.

For additional information, please contact:


Chris Evenden		John Reseburg
Vice President, Investor Relations		Vice President, Global Communications
650-628-0255		650-628-3601
cevenden@ea.com		jreseburg@ea.com