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DLB > SEC Filings for DLB > Form 8-K on 11-Feb-2013All Recent SEC Filings

Show all filings for DOLBY LABORATORIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DOLBY LABORATORIES, INC.


11-Feb-2013

Change in Directors or Principal Officers, Submission of Matters to a Vo


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") 2013 Annual Meeting of Stockholders (the "Annual Meeting"), held on February 5, 2013, at the Company's administrative offices located at 999 Brannan Street, San Francisco, California, 94103, the Company's stockholders approved an amendment and restatement of the Company's 2005 Stock Plan and an amendment and restatement of the Company's Employee Stock Purchase Plan.

The terms and conditions of the Company's 2005 Stock Plan and Employee Stock Purchase Plan are described in the Company's Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on December 26, 2012. The Company's executive officers are eligible to participate in the 2005 Stock Plan and Employee Stock Purchase Plan. The 2005 Stock Plan and Employee Stock Purchase Plan are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are 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 2014 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 amendment and restatement of the Company's Employee Stock Purchase Plan;

4. Approved an advisory vote to approve the compensation of the Company's named executive officers;

5. 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; and

6. Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending September 27, 2013.

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

      Peter Gotcher              595,524,632     2,698,336         5,700,932

      Micheline Chau             597,851,732      371,236          5,700,932

      David Dolby                593,448,307     4,774,661         5,700,932

      Nicholas Donatiello, Jr.   596,978,227     1,244,741         5,700,932

      Bill Jasper                595,755,979     2,466,989         5,700,932

      Sanford Robertson          595,580,079     2,642,889         5,700,932

      Roger Siboni               596,640,771     1,582,197         5,700,932

      Avadis Tevanian, Jr.       596,981,431     1,241,537         5,700,932

      Kevin Yeaman               597,830,423      392,545          5,700,932

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

580,911,114 17,283,135 28,719 5,700,932

Proposal 2 was approved.

Proposal 3 - Approval of an amendment and restatement of the Company's Employee Stock Purchase Plan:

Votes For Votes Against Abstentions Broker Non-Votes

597,870,618 328,256 24,094 5,700,932

Proposal 3 was approved.

Proposal 4 - Approval of an advisory vote to approve the compensation of the Company's named executive officers:

Votes For Votes Against Abstentions Broker Non-Votes

580,124,394 18,020,719 77,855 5,700,932

Proposal 4 was approved.

Proposal 5 - Approval of an advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company's named executive officers:

1 Year 2 Years 3 Years Abstain Broker Non-Votes

597,799,193 170,273 228,184 25,318 5,700,932

A frequency of one year was approved.

Proposal 6 - 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, 2013:

                   Votes For      Votes Against       Abstentions

                   603,564,387           121,361           238,152


Proposal 6 was approved.

5.07(d)

In accordance with the recommendation of the 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.



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 5, 2013)

10.2         Dolby Laboratories, Inc. Employee Stock Purchase Plan (as amended and
             restated on February 5, 2013)


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