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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 4, 2020

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.)

1275 Market Street

San Francisco, CA 94103-1410

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.001 par value		DLB		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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”) 2020 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 4, 2020, at the Company’s principal executive offices located at 1275 Market Street, San Francisco, California, 94103, the Company’s stockholders approved an amendment and restatement of the Company’s 2005 Stock Plan, which was renamed the 2020 Stock Plan.

The terms and conditions of the Company’s 2020 Stock Plan are described in the Company’s Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on December 18, 2019. The Company’s executive officers are eligible to participate in the 2020 Stock Plan. The 2020 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 2021 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, which was renamed the 2020 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, 2020.

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			415,745,515				746,278				4,006,232
Peter Gotcher			414,631,009				1,860,784				4,006,232
Micheline Chau			416,006,977				484,816				4,006,232
David Dolby			415,690,334				801,459				4,006,232
N. William Jasper, Jr.			415,334,453				1,157,340				4,006,232
Simon Segars			415,667,941				823,852				4,006,232
Roger Siboni			414,983,957				1,507,836				4,006,232
Anjali Sud			416,210,106				281,687				4,006,232
Avadis Tevanian, Jr.			415,222,637				1,269,156				4,006,232

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
383,460,334			32,833,635				197,824				4,006,232

Proposal 2 was approved.

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

Votes For		Votes Against				Abstentions				Broker Non-Votes
412,829,553			3,457,620				204,620				4,006,232

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, 2020:

Votes For		Votes Against				Abstentions
419,899,729			532,575				65,721

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. 2020 Stock Plan (formerly known as the 2005 Stock Plan)
	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.

Date: February 7, 2020