Electronic Arts (EA) Proxy Filing summary

Executive summary

• A definitive agreement was reached for a $55 billion all-cash acquisition by a consortium led by PIF, Silver Lake, and Affinity Partners, with stockholders to receive $210 per share, a 25% premium to the unaffected share price.

• The transaction is the largest all-cash sponsor take-private in history and is expected to close in Q1 FY27, subject to regulatory and stockholder approvals.

• PIF will roll over its 9.9% stake, and the company will remain headquartered in Redwood City, California, led by the current CEO.

Voting matters and shareholder proposals

• Stockholders will vote on the adoption of the Merger Agreement at a meeting to be announced.

• Voting and support agreements have been executed by key stockholders and directors to support the transaction.

• The board unanimously recommends stockholders approve the merger.

Board of directors and corporate governance

• The board unanimously approved the merger, finding it fair and in the best interests of stockholders.

• Post-merger, the board of the surviving corporation will be composed of the directors of the merger subsidiary.