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| DLB > SEC Filings for DLB > Form 8-K on 11-Feb-2013 | All Recent SEC Filings |
11-Feb-2013
Change in Directors or Principal Officers, Submission of Matters to a Vo
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.
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
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All director nominees were duly elected.
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:
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:
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:
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.
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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.
(d) Exhibits.
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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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