Form 8-K

 

 

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): February 3, 2015

 

 

DOLBY LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32431   90-0199783

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 Potrero Avenue

San Francisco, CA 94103-4813

(Address of principal executive offices) (Zip Code)

(415) 558-0200

(Registrant’s telephone number, including area code)

Not Applicable

(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):

 

¨ 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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(e)

At the Dolby Laboratories, Inc. (the “Company”) 2015 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 3, 2015, at the Company’s principal executive offices located at 100 Potrero Avenue, San Francisco, California, 94103, the Company’s stockholders approved an amendment and restatement of the Company’s 2005 Stock Plan.

The terms and conditions of the Company’s 2005 Stock Plan are described in the Company’s Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on December 23, 2014. The Company’s executive officers are eligible to participate in the 2005 Stock Plan. The 2005 Stock Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

5.07(a) and (b)

The information set forth in Item 5.02(e) above is incorporated by reference herein. At the Annual Meeting, the Company’s stockholders:

 

  1. Elected nine directors to serve until the 2016 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

 

  2. Approved an amendment and restatement of the Company’s 2005 Stock Plan;

 

  3. Approved an advisory vote to approve the compensation of the Company’s named executive officers; and

 

  4. Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 25, 2015.

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 at the Annual Meeting. 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

     550,227,930         365,487         5,056,093   

Peter Gotcher

     548,624,402         1,969,015         5,056,093   

Micheline Chau

     549,952,929         640,488         5,056,093   

David Dolby

     549,336,431         1,256,986         5,056,093   

Nicholas Donatiello, Jr.

     545,909,091         4,684,326         5,056,093   

Bill Jasper

     549,433,892         1,159,525         5,056,093   

Simon Segars

     550,343,607         249,810         5,056,093   

Roger Siboni

     546,338,782         4,254,635         5,056,093   

Avadis Tevanian, Jr.

     546,506,082         4,087,335         5,056,093   

All director nominees were duly elected.

Proposal 2 – Approval of an amendment and restatement of the Company’s 2005 Stock Plan:

 

Votes For

   Votes Against    Abstentions    Broker Non-Votes

526,851,188

   23,719,371    22,858    5,056,093


Proposal 2 was approved.

Proposal 3 – Approval of an advisory vote to approve the compensation of the Company’s named executive officers:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

520,485,479

   29,942,542    165,396    5,056,093

Proposal 3 was approved.

Proposal 4 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 25, 2015:

 

Votes For

  

Votes Against

  

Abstentions

553,225,473

   2,060,524    363,513

Proposal 4 was approved.

Section 9 - Financial Statements and Exhibits

 

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    Dolby Laboratories, Inc. 2005 Stock Plan (as amended and restated on February 3, 2015)


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 Secretary

Date: February 6, 2015


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Dolby Laboratories, Inc. 2005 Stock Plan (as amended and restated on February 3, 2015)