DLB 8-K
Dolby Laboratories, Inc. (DLB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Dolby Laboratories, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 4, 2025 via live webcast, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Charter Amendment”). A description of the Charter Amendment was set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2024. The Charter Amendment became effective upon the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 5, 2025 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
5.07(a) and (b)
The information set forth in Item 5.03 above is incorporated by reference herein. At the Annual Meeting, the Company’s stockholders:
| 1. | Elected eight directors to serve until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
| 2. | Approved an advisory vote to approve the compensation of the Company’s named executive officers; |
| 3. | Approved, on an advisory basis, one year as the frequency of holding future advisory votes to approve named executive officer compensation; |
| 4. | Approved the Charter Amendment; 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 26, 2025. |
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 | 401,881,678 | 1,531,011 | 3,907,283 | |||
| Peter Gotcher | 376,131,026 | 27,281,663 | 3,907,283 | |||
| David Dolby | 383,437,903 | 19,974,786 | 3,907,283 | |||
| Tony Prophet | 402,176,649 | 1,236,040 | 3,907,283 | |||
| Emily Rollins | 402,157,515 | 1,255,174 | 3,907,283 | |||
| Simon Segars | 382,967,153 | 20,445,536 | 3,907,283 | |||
| Anjali Sud | 401,042,318 | 2,370,371 | 3,907,283 | |||
| Avadis Tevanian, Jr. | 382,227,407 | 21,185,282 | 3,907,283 |
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 | |||
| 400,557,293 | 2,791,215 | 64,182 | 3,907,283 |
Proposal 2 was approved.
Proposal 3 – Approval of an advisory vote on the frequency of future advisory votes to approve named executive officer compensation:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 402,427,139 | 24,550 | 913,914 | 47,086 | 3,907,283 |
A frequency of one year was approved.
Proposal 4 - Approval of the Charter Amendment:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 367,830,455 | 35,533,332 | 48,901 | 3,907,283 |
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 26, 2025:
| Votes For | Votes Against | Abstentions | ||
| 405,989,852 | 1,275,349 | 54,771 |
Proposal 5 was approved.
5.07(d)
In accordance with the recommendation of the Company’s Board of Directors, the Company’s stockholders approved, on an advisory basis, one year as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive officers. In light of such approval, the Company intends to hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer compensation.
Section 9 - Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dolby Laboratories, Inc. | |
| 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 7, 2025
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DOLBY LABORATORIES, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Dolby Laboratories, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:
1. The name of the Corporation is Dolby Laboratories, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 1, 2004.
2. This Certificate of Amendment to Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation and the stockholders of the Corporation.
3. This Certificate of Amendment amends the following provisions of the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 12, 2005 and shall be effective upon filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
4. Section 1 of Article VII of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
“1. To the fullest extent permitted by the General Corporation Law of Delaware as the same exists or as may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.”
[Signature Page Follows]
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been duly executed by a duly authorized officer of the Corporation on this fifth day of February, 2025.
| By: | /s/ Andy Sherman | |
| Name: | Andy Sherman | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |