ELECTRONIC ARTS INC. 8-K

What Happened

• Electronic Arts Inc. announced that at a special meeting on December 22, 2025 shareholders approved the Agreement and Plan of Merger (dated September 28, 2025) to permit the company’s proposed acquisition by an investor consortium that includes The Public Investment Fund, private funds affiliated with Silver Lake Group, L.L.C., and private funds affiliated with Affinity Partners.
• The Merger Agreement vote passed overwhelmingly: For 201,459,396; Against 1,915,837; Abstain 90,331. As of the record date there were 250,106,129 shares entitled to vote.

Key Details

• Record date/shareholders entitled to vote: 250,106,129 shares.
• Merger Agreement vote totals: For 201,459,396; Against 1,915,837; Abstain 90,331.
• Advisory (non-binding) vote on executive compensation related to the transaction: For 178,302,365; Against 24,908,638; Abstain 254,561.
• Because the Merger Agreement received sufficient votes, there was no adjournment proposal.

Why It Matters

• Shareholder approval of the Merger Agreement is a major procedural milestone required to complete the proposed acquisition; with this approval the transaction moves closer to closing, subject to the remaining terms of the agreement.
• The advisory vote on executive compensation was also approved (non-binding), which signals shareholder acceptance of the reported potential payouts tied to the transaction.
• Investors should view this filing as confirmation that shareholders have authorized the merger; any final closing will still depend on satisfying the Merger Agreement’s remaining conditions.