UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
5.07(a) and (b)
At the Dolby Laboratories, Inc. (the “Company”) 2024 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 6, 2024 via live webcast, the Company’s stockholders:
| 1. | Elected eight directors to serve until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
| 2. | Approved, in an advisory vote, the compensation of the Company’s named executive officers; |
| 3. | Approved an amendment to the advance notice procedures and other conforming changes to the Company’s Amended and Restated Bylaws (the “Bylaws”); |
| 4. | Approved an amendment to the Bylaws to add a forum selection provision; and |
| 5. | Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 27, 2024. |
Each share of the Company’s Class A common stock is entitled to one vote, and each share of the Company’s Class B common stock is entitled to ten votes, on all matters submitted to a vote of stockholders at the Annual Meeting. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, except as may otherwise be required by law. At the Annual Meeting, the holders of Class A common stock and Class B common stock voted as follows:
Proposal 1 - Election of directors:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Kevin Yeaman | 410,877,914 | 1,097,185 | 3,811,404 | |||||||||
| Peter Gotcher | 388,282,890 | 23,692,209 | 3,811,404 | |||||||||
| David Dolby | 394,701,829 | 17,273,270 | 3,811,404 | |||||||||
| Tony Prophet | 394,220,509 | 17,754,590 | 3,811,404 | |||||||||
| Emily Rollins | 411,451,087 | 524,012 | 3,811,404 | |||||||||
| Simon Segars | 395,391,046 | 16,584,053 | 3,811,404 | |||||||||
| Anjali Sud | 410,107,327 | 1,867,772 | 3,811,404 | |||||||||
| Avadis Tevanian, Jr. | 393,293,685 | 18,681,414 | 3,811,404 | |||||||||
All director nominees were duly elected.
Proposal 2 - Approval of an advisory vote to approve the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 407,009,320 | 4,918,051 | 47,728 | 3,811,404 |
Proposal 2 was approved.
Proposal 3 - Approval of an amendment to the advance notice procedures and other conforming changes in the Bylaws:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 411,771,892 | 147,401 | 55,806 | 3,811,404 |
Proposal 3 was approved.
Proposal 4 - Approval of an amendment to the Bylaws to add a forum selection provision:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 404,878,231 | 7,022,017 | 74,851 | 3,811,404 |
Proposal 4 was approved.
Proposal 5 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 27, 2024:
| Votes For | Votes Against | Abstentions | ||
| 414,100,897 | 1,642,804 | 42,802 |
Proposal 5 was approved.
The Company has filed as Exhibit 3.1 to this Form 8-K its Bylaws as amended on February 6, 2024, reflecting the Bylaw amendments approved by the Company’s shareholders at the Annual Meeting.
Section 8 – Other Events
| Item 8.01. | Other Events. |
Effective directly following the Annual Meeting, the Board approved certain changes to the membership of the committees of the Board. The current membership of each of the committees of the Board is as follows:
| • | Audit Committee: Emily Rollins (Chair), Tony Prophet, and Simon Segars |
| • | Compensation Committee: Avadis Tevanian, Jr. (Chair), Tony Prophet and Anjali Sud |
| • | Nominating and Governance Committee: Peter Gotcher (Chair), Simon Segars and Avadis Tevanian, Jr. |
| • | Stock Plan Committee: Avadis Tevanian, Jr. and Kevin Yeaman |
| • | Technology Strategy Committee: Simon Segars (Chair), David Dolby and Avadis Tevanian, Jr. |
The Board has determined that each of the members of the Company’s Audit Committee, Compensation Committee, and Nominating and Governance Committee is independent within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.
Section 9 - Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Dolby Laboratories, Inc. Amended and Restated Bylaws (as amended on February 6, 2024) | |
| 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.
| DOLBY LABORATORIES, INC. | ||
| By: | /s/ ANDY SHERMAN | |
| Andy Sherman | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Date: February 9, 2024