Current Report




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) November 7, 2017

  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):

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o
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   o
 
 
 
 
 
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.           o






Item 5.02    Departure 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 7.01    Regulation 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 9.01    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
99.1
 
Press release dated November 8, 2017 announcing Ms. Heidi Ueberroth’s appointment to the Board of Directors of Electronic Arts Inc.
99.2
 
Press release dated November 9, 2017 announcing Electronic Arts Inc.’s agreement to acquire Respawn Entertainment, LLC






INDEX TO EXHIBITS







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:
November 9, 2017
By:
/s/ Jacob J. Schatz
 
 
 
Jacob J. Schatz
 
 
 
Senior Vice President, General Counsel and Corporate Secretary





Exhibit 99.1

Contact:
 
 
John Reseburg
Chris Evenden
 
Corporate Communications
Investor Relations
 
Electronic Arts
Electronic Arts
 
650-628-3601
650-628-0255
 
JReseburg@ea.com
cevenden@ea.com
 


HEIDI UEBERROTH JOINS THE ELECTRONIC ARTS
BOARD OF DIRECTORS

REDWOOD CITY, Calif. - November 8, 2017 - Electronic Arts Inc. (NASDAQ: EA) today announced that Heidi Ueberroth has been appointed to EA’s Board of Directors effective November 7, 2017.
 
Heidi Ueberroth is the President of Globicon, a private investment and advisory firm focused on media, sports, entertainment and hospitality industries. Prior to Globicon, Heidi spent nearly 20 years at the National Basketball Association in a number of senior positions, most recently as President, NBA International, where she was instrumental in the global expansion of the NBA’s brand and businesses. She oversaw the NBA’s international business functions across television and digital media, marketing partnerships, consumer products, events, marketing communications, and new business initiatives. Prior to joining the NBA, she worked at ESPN and Ohlmeyer Communications Company. She serves on the Board of Directors of Four Seasons Hotels and Resorts, the Pebble Beach Company and is a member of the Council on Foreign Relations. She is also a director on several non-profit boards.

“At Electronic Arts, we continue to expand our global reach with our network, esports competitions and growing ecosystems of content engaging more players and driving new opportunities with partners, sponsors and media,” said Andrew Wilson, CEO of EA. “Heidi Ueberroth brings extensive executive experience across sports branding, entertainment and international growth. We look forward to her unique perspective and leadership on our Board of Directors.”

“EA is a leader and pioneer in interactive entertainment,” said Heidi Ueberroth. “I look forward to working with EA’s board and management during this exciting period of continued growth, transformation and international expansion.”

Heidi is a graduate of Vanderbilt University and serves on its Arts and Science Board of Visitors. She lives in San Francisco, California.


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. EA has more than 300 million registered players around the world.

In fiscal year 2017, EA posted GAAP net revenue of $4.8 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality brands such as The Sims™, Madden NFL, EA SPORTS™ FIFA, Battlefield™, Need for Speed™, Dragon Age™ and Plants vs. Zombies™. More information about EA is available at www.ea.com/news .





Ultimate Team, EA SPORTS, Battlefield, Battlefield 1, The Sims, Need for Speed, Dragon Age, and Plants vs. Zombies are trademarks of Electronic Arts Inc. NBA, John Madden, NFL and FIFA are the property of their respective owners and used with permission.

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Exhibit 99.2

Contact:
 
 
John Reseburg
Chris Evenden
Jay Frechette
Corporate Communications
Investor Relations
Community Manager
Electronic Arts
Electronic Arts
Respawn Entertainment
650-628-3601
650-628-0255
818-960-4400
JReseburg@ea.com
cevenden@ea.com
jay@respawn.com


EA TO ACQUIRE RESPAWN ENTERTAINMENT

Leading Development Studio Brings Top Talent & Award-Winning Titanfall IP
to EA’s Portfolio

REDWOOD CITY, Calif. - November 9, 2017 - Electronic Arts Inc. (NASDAQ: EA) announced today an agreement to acquire Respawn Entertainment, LLC, a leading independent game development studio and creators of AAA shooter and action games including the critically-acclaimed Titanfall ™ franchise. Respawn brings to EA the proven leadership and studio talent behind Titanfall and Titanfall 2, two of the most highly-rated shooter titles in the last five years. The acquisition builds on a successful publishing partnership between Respawn and EA, with multiple projects currently in development - a new title in the Titanfall franchise, a game set in the Star Wars™ universe and a VR gaming experience.

“We’ve seen firsthand the world-class caliber of Respawn as a development studio with incredible vision, deep talent and an inspiring creative mindset,” said Andrew Wilson, CEO of Electronic Arts. “Our longtime partnership is grounded in a shared desire to push the boundaries and deliver extraordinary and innovative new experiences for players around the world. Together, we’ve brought this to life in the Titanfall franchise, and now with the Respawn team joining EA, we have exciting plans to accomplish even more amazing things in the future.”

“We started Respawn with the goal to create a studio with some of the best talent in the industry, and to be a top developer of innovative games,” said Vince Zampella, CEO of Respawn Entertainment. “We felt that now was the time to join an industry leader that brings the resources and support we need for long term success, while still keeping our culture and creative freedom. EA has been a great partner over the years with Titanfall and Titanfall 2 , and we’re excited to combine our strengths. This is a great next step for Respawn, EA, and our players.”

Respawn is the creator and developer of the critically-acclaimed Titanfall franchise that energized the first-person shooter genre with its innovative gameplay. The first game, Titanfall , was published by EA in 2014, and received global recognition with more than 75 top awards. Fans and critics fell in love with the game’s refreshing, fast-paced multiplayer gameplay. Respawn and EA launched Titanfall 2 in late 2016, with a new single-player campaign and expanded multiplayer gameplay, resulting in one of the year’s top-rated shooters.

Respawn will join EA’s Worldwide Studios organization, a global creative collective of leading game development studios bringing to life an unmatched portfolio of top games and services across all major platforms.

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.






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. EA has more than 300 million registered players around the world.

In fiscal year 2017, EA posted GAAP net revenue of $4.8 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality brands such as The Sims™, Madden NFL, EA SPORTS™ FIFA, Battlefield™, Need for Speed™, Dragon Age™ and Plants vs. Zombies™. More information about EA is available at www.ea.com/news .

EA SPORTS, Battlefield, The Sims, Need for Speed, Dragon Age, and Plants vs. Zombies are trademarks of Electronic Arts Inc. NBA, John Madden, NFL and FIFA are the property of their respective owners and used with permission. Titanfall is a trademark of Respawn Entertainment, LLC. STAR WARS © & TM 2017 Lucasfilm Ltd. All rights reserved.

About Respawn Entertainment

Founded in 2010, Respawn Entertainment is an independent videogame development studio based in Los Angeles, California. Founded by the team behind the multi-billion dollar franchise Call of Duty , Respawn is responsible for creating the Titanfall franchise reaching nearly 20 million players worldwide. More information about Respawn is available at www.respawn.com .

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