DEF 14A

DEF 14A 1 d390386ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

DOLBY LABORATORIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Dolby Laboratories, Inc.

1275 Market Street

San Francisco, California 94103

(415) 558-0200

December 19, 2022

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders of Dolby Laboratories, Inc. The Annual Meeting will be held virtually via live webcast on Tuesday, February 7, 2023, at 10:30 a.m. Pacific Standard Time. Stockholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/M7JCU6Z. Please see “Additional Meeting Matters—Attending the Virtual Annual Meeting” in the Proxy Statement accompanying this letter for information on how to attend, submit questions and vote at the Annual Meeting.

We are making available to you the accompanying Notice of Annual Meeting, Proxy Statement and form of proxy card or voting instruction form on or about December 19, 2022.

We are pleased to furnish proxy materials to stockholders primarily over the internet. We believe that this process expedites stockholders’ receipt of proxy materials, lowers the costs of our Annual Meeting, and conserves natural resources. On or about December 19, 2022, we mailed to our stockholders a notice that includes instructions on how to access our Proxy Statement and 2022 Annual Report and how to vote online. The notice also includes instructions on how you can receive a paper copy of your Annual Meeting materials, including the Notice of Annual Meeting, Proxy Statement and proxy card or voting instruction form. If you elected to receive your Annual Meeting materials by mail, the Notice of Annual Meeting, Proxy Statement and proxy card or voting instruction form were enclosed. If you elected to receive your Annual Meeting materials via e-mail, the e-mail contains voting instructions and links to the 2022 Annual Report and the Proxy Statement, both of which are available at https://investor.dolby.com/financials/annual-reports/default.aspx.

Additional details regarding admission to and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Annual Meeting and Proxy Statement. A copy of our 2022 Annual Report is included with the Proxy Statement for those stockholders who are receiving paper copies of the proxy materials.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy card or voting instruction form. Please review the instructions on the proxy card or voting instruction form regarding each of these voting options. Voting will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting.

Thank you for your ongoing support of Dolby Laboratories, Inc.

Sincerely yours,

LOGO

Kevin Yeaman

President, Chief Executive Officer and Director

Dolby Laboratories, Inc.

Notice of Annual Meeting of Stockholders

to be held on February 7, 2023

To the Stockholders of Dolby Laboratories, Inc.:

The Annual Meeting of Stockholders of Dolby Laboratories, Inc., a Delaware corporation, will be held virtually via live webcast on Tuesday, February 7, 2023, at 10:30 a.m. Pacific Standard Time, for the following purposes:

To elect nine directors to serve until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

To hold an advisory vote to approve Named Executive Officer compensation;

To vote on a proposal to amend and restate our 2020 Stock Plan to reserve an additional 9,000,000 shares of our Class A Common Stock for issuance thereunder, among other changes as described in the Proxy Statement accompanying this Notice;

To vote on a proposal to amend and restate our Employee Stock Purchase Plan to reserve an additional 1,500,000 shares of our Class A Common Stock for issuance thereunder, among other changes as described in the Proxy Statement accompanying this Notice;

To ratify the appointment of KPMG LLP as Dolby’s independent registered public accounting firm for the fiscal year ending September 29, 2023; and

To transact such other business as may properly come before the Annual Meeting and any postponement, adjournment or continuation of the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice. We are not aware of any other business to come before the Annual Meeting.

Only stockholders of record as of the close of business on December 9, 2022 and their proxies are entitled to notice of and to vote at the Annual Meeting and any postponement, adjournment or continuation thereof.

All stockholders are invited to attend the Annual Meeting virtually and no stockholder will be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/M7JCU6Z. Please see “Additional Meeting Matters—Attending the Virtual Annual Meeting” in the Proxy Statement accompanying this letter for information on how to attend, submit questions and vote at the Annual Meeting.

Stockholders may also vote over the internet, by telephone, or by mail in advance of the Annual Meeting. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy, or voting your shares at the Annual Meeting. See “Additional Meeting Matters—How to Vote” in the Proxy Statement accompanying this Notice for more information.

By Order of the Board of Directors,

LOGO

Andy Sherman

Corporate Secretary

December 19, 2022

Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement accompanying this Notice and submit your proxy or voting instructions as promptly as possible in order to ensure your representation at the Annual Meeting. You may submit your proxy or voting instructions for the Annual Meeting by completing, signing, dating and returning your proxy card or voting instruction form in the pre-addressed envelope provided, or, in most cases, by using the telephone or the internet. Even if you have given your proxy, you may still vote at the meeting if you attend the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Additional Meeting Matters—How to Vote” in the Proxy Statement accompanying this Notice and the instructions on the proxy card or voting instruction form.

TABLE OF CONTENTS


	Page
Proxy Statement Summary		1
Internet Availability of Proxy Materials		7
Proposal 1 – Election of Directors		8
Compensation of Directors		13
Corporate Governance Matters		17
Security Ownership of Certain Beneficial Owners and Management		24
Certain Relationships and Related Transactions		29
Compensation Discussion and Analysis		33
Report of the Compensation Committee of the Board of Directors		55
Executive Compensation Tables and Related Matters		56
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation		67
Proposal 3 – Amendment and Restatement of the 2020 Stock Plan		68
Proposal 4 – Amendment and Restatement of the Employee Stock Purchase Plan		81
Report of the Audit Committee of the Board of Directors		87
Proposal 5 – Ratification of Independent Registered Public Accounting Firm		88
Additional Meeting Matters		90
Delinquent Section 16(a) Reports		94
2022 Annual Report		95
Appendix A — Reconciliation of Non-GAAP to GAAP Financial Measures		A-1
Appendix B — Amended and Restated 2020 Stock Plan		B-1
Appendix C — Amended and Restated Employee Stock Purchase Plan		C-1

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting as this summary does not contain all of the information that you should consider.

2023 Annual Meeting of Stockholders

The Annual Meeting will be held virtually via live webcast. Stockholders will not be able to attend the Annual Meeting in person.


Date and Time:		Tuesday, February 7, 2023 at 10:30 a.m. Pacific Standard Time

Place:		Live webcast accessible at www.meetnow.global/M7JCU6Z. Please see “Attending the Virtual Annual Meeting” beginning on page 91 for information on how to attend, submit questions and vote at the Annual Meeting.

Record Date:		December 9, 2022

Proposals to Be Voted on at 2023 Annual Meeting

Proposal

Board
Recommendation

Page Number for
Additional
Information

1. Election of Directors

FOR

2. Advisory Vote to Approve Named Executive Officer Compensation

FOR

3. Amendment and Restatement of our 2020 Stock Plan

FOR

4. Amendment and Restatement of our Employee Stock Purchase Plan

FOR

5. Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

Director Nominees

The nominees for election to our Board at the 2023 Annual Meeting are listed below. Roger Siboni, who has served on our Board since 2004, will retire from our Board when his current term expires on the date of the Annual Meeting and therefore is not standing for reelection. We wish to thank Mr. Siboni for his nearly two decades of service and contributions to the company and its stockholders, and we wish him well in his retirement.

Committee Memberships

Name

Age

Director Since

Principal Occupation

Indep.

NGC

SPC

TSC

Kevin Yeaman

2009

President and CEO

Peter Gotcher

2003

Chair of the Board

Yes

Micheline Chau

2013

Director

Yes

David Dolby

2011

Chief Executive Officer,
Dolby Family Ventures

Tony Prophet

2021

Director

Yes

Emily Rollins

2021

Director

Yes

Simon Segars

2015

Director

Yes

Anjali Sud

2019

CEO, Vimeo, Inc.

Yes

Avadis Tevanian, Jr.

2009

Managing Director,
NextEquity Partners

Yes

AC = Audit Committee, CC = Compensation Committee, NGC = Nominating and Governance Committee, SPC = Stock Plan Committee, TSC = Technology Strategy Committee


= Chair		= Member

Fiscal 2022 Financial and Operational Highlights

Business Overview

We create audio and imaging technologies that transform entertainment and communications for content playback in movies, TV, music, and gaming. Founded in 1965, our strengths stem from expertise in analog and digital signal processing and digital compression technologies that have transformed the ability of artists to convey entertainment experiences to their audiences through recorded media. Such technologies led to the development of our noise-reduction systems for analog tape recordings, and have since evolved into multiple offerings that enable more immersive sound for cinema, digital television transmissions and devices, mobile devices, video and music streaming services, and home entertainment devices. Today, we derive the majority of our revenue from licensing our audio technologies. We also derive revenue from licensing our consumer imaging technologies, as well as audio and imaging technologies for premium cinema offerings in collaboration with exhibitors. In addition, we provide products and services for a variety of applications in the cinema and broadcast markets, and offer audio and video application programing interfaces through our developer platform, Dolby.io.

Key Financial Highlights

Our key financial highlights for fiscal 2022 and a comparison to fiscal 2021 were as follows:


	Fiscal 2022	Fiscal 2021	Percentage Change
Total Revenue	$1.25 billion	$1.28 billion		(2.3	%)
Net Income	$184.1 million	$310.2 million		(40.7	%)
Diluted Earnings Per Share	$1.81	$2.97		(39.1	%)
Non-GAAP Net Income⁽¹⁾	$319.9 million	$383.3 million		(16.5	%)
Non-GAAP Diluted Earnings Per Share⁽¹⁾	$3.14	$3.66		(14.2	%)
Stock Price Per Share (High and Low)	$96.85 / $65.04	$104.74 / $64.07		—
Stock Price Per Share as of Fiscal Year-End	$65.15	$92.47		(29.5	%)

(1)	A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this Proxy Statement.

Return of Capital to Stockholders

LOGO

In addition, in November 2022, we announced an 8% increase in the per share dividend amount under our quarterly dividend program, from $0.25 to $0.27.

Key Business Highlights

Please refer to “Compensation Discussion and Analysis—Key Business Highlights” beginning on page 34 of this Proxy Statement for our key business highlights in fiscal 2022.

Named Executive Officers

Our named executive officers (our “NEOs”) for fiscal 2022 were:

•

Kevin Yeaman, our President and Chief Executive Officer;

•

Lewis Chew, our former Executive Vice President and Chief Financial Officer;

•

Robert Park, our Senior Vice President and Chief Financial Officer;

•

Andy Sherman, our Executive Vice President, General Counsel, and Corporate Secretary;

•

John Couling, our Senior Vice President, Entertainment; and

•

Shriram Revankar, our Senior Vice President, Advanced Technology Group.

Mr. Chew served as our Chief Financial Officer for a portion of fiscal 2022, until October 15, 2021, at which time Mr. Park assumed that role. On that same date, Mr. Chew transitioned to a part-time advisor role through December 20, 2021 to enable a smooth transition. Given his service as our Chief Financial Officer for a portion of fiscal 2022, Mr. Chew is included as a NEO for the purposes of this Proxy Statement in compliance with applicable disclosure requirements; however, any references to “NEOs” that relate to events, actions, decisions, or other matters that occurred after Mr. Chew’s service as our Chief Financial Officer ceased should be read to exclude Mr. Chew unless specifically noted.

Principal Elements of Executive Compensation and Fiscal 2022 Executive Compensation Highlights

*	Excludes Lewis Chew, who ceased serving as CFO in October 2021, and Shriram Revankar, who joined us during the fiscal year, in May of 2022.


Element of Compensation		Fiscal 2022 Highlights

*Base Salary* Comprised 9% of the target total direct compensation opportunity of our CEO, and 13% for our other NEOs (on average), in fiscal 2022.		• For calendar 2022, the Compensation Committee of our Board increased the base salary for Messrs. Yeaman, Sherman, and Couling by 3.5%, 3%, and 8%, respectively. Our other NEOs, Messrs. Park and Revankar, first joined us during fiscal 2022 and therefore no salary changes were made for them. Their compensation packages were approved by the Compensation Committee and are described beginning on page 52 of this Proxy Statement.

*Annual Incentive Compensation (Cash)* Comprised 9% of the target total direct compensation opportunity of our CEO, and 8% for our other NEOs (on average), in fiscal 2022.		• NEO annual incentive compensation targets—stated as a percentage of base salary for calendar 2022—were maintained at fiscal 2021 levels (100% for our CEO and 65% for each of our other NEOs). • Annual incentive compensation payments for our NEOs under our fiscal 2022 Executive Bonus Plan were based on a multiplier keyed to our achievement of a combination of non-GAAP operating income and revenue goals. We achieved non-GAAP operating income of $375.7 million against a “gate” (below which there would be no funding) of $359.3 million and revenue of $1.25 billion against a threshold requirement of $1.23 billion and a target of $1.37 billion, resulting in a multiplier of 37%. Based on these results and team and individual performance, our NEOs received annual incentive compensation payments equal to 37% of their annual incentive compensation targets. • A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this Proxy Statement.

*Long-Term Incentive Compensation (Performance Stock Unit Awards, Stock Options and Restricted Stock Unit Awards)* Comprised 82% of the target total direct compensation opportunity of our CEO, and 79% for our other NEOs (on average), in fiscal 2022.		• The equity mix for the long-term incentive compensation granted to our NEOs in fiscal 2022 was as follows: * Excludes new-hire equity grant to Mr. Revankar, who joined us during the course of fiscal 2022. Mr. Chew did not receive an equity grant for fiscal 2022. • The realization of the long-term incentive compensation granted to our NEOs is conditioned upon the satisfaction of multi-year vesting requirements and, in the case of performance stock unit awards, the achievement of pre-established performance conditions.

Performance Stock Unit Awards

A portion of the long-term incentive compensation granted to our NEOs for fiscal 2022 was in the form of performance stock unit awards. The shares of our Class A Common Stock subject to performance stock unit awards may be earned contingent on our achievement of annualized total stockholder return levels for Dolby over a three-year performance period, measured against a comparator index, the S&P Midcap 400 Index (^MID). From 0% to 200% of the target number of shares subject to the performance stock unit awards may be earned, depending on our level of achievement of these performance conditions. The Compensation Committee believes that granting a portion of long-term incentive compensation in the form of equity that is earned only upon the achievement of pre-established performance conditions further aligns the interests of our NEOs with those of our stockholders.

Executive Stock Ownership Guidelines

Based on our belief that stock ownership further aligns the interests of senior management with those of our stockholders, our executive officers, including our NEOs, are subject to our executive stock ownership guidelines, which provide that:

•

Our CEO is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of five times his annual base salary; and

•

Each other NEO is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of two times his or her annual base salary.

As of the end of fiscal 2022, all of our NEOs were in compliance with our executive stock ownership guidelines.

Compensation Recovery (“Clawback”) Policy

Our policy on the recovery of incentive compensation allows us to recover certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer in the event of fraud or misconduct that results in the need for us to prepare a material financial restatement.

Advisory Vote on the Compensation of our NEOs

We are asking our stockholders to approve, on an advisory (non-binding) basis, the compensation of our NEOs as described in this Proxy Statement. At our 2022 Annual Meeting of Stockholders, approximately 99% of the voting power of the shares present and entitled to vote voted in favor of the compensation of our NEOs. For fiscal 2022, there were no material changes to our executive compensation program. The Compensation Committee believes that our executive compensation policies and practices continue to support an executive compensation program that is closely aligned with stockholder interests and that benefits us in the long term.

Amendment and Restatement of our 2020 Stock Plan

Our ability to attract, retain, motivate and reward employees, and directors through long-term incentive compensation delivered in the form of equity awards is key to our success and our ongoing efforts to build sustainable long-term stockholder value. This is particularly true in the San Francisco Bay Area, where competition for talent is intense and where there is an emphasis on the use of equity compensation. We are asking our stockholders to approve an amendment and restatement of our equity plan, the 2020 Stock Plan, to, among other changes described in this Proxy Statement, reserve an additional nine million shares of our Class A Common Stock for issuance under the plan. We believe that the proposed increase should be sufficient to fund

our long-term incentive compensation awards for approximately the next three to four years under our current operating assumptions. Our Board has approved the amendment and restatement of our 2020 Stock Plan, subject to stockholder approval at the Annual Meeting.

Amendment and Restatement of our Employee Stock Purchase Plan

We offer our eligible employees the opportunity to purchase shares of our Class A Common Stock at a discount under our Employee Stock Purchase Plan. We are asking our stockholders to approve an amendment and restatement of this plan, to, among other changes described in this Proxy Statement, reserve an additional 1.5 million shares of our Class A Common Stock for purchase under the plan. We believe that the proposed increase should allow us to maintain the plan for the next four to five years under our current operating assumptions. Our Board has approved the amendment and restatement of our Employee Stock Purchase Plan, subject to stockholder approval at the Annual Meeting.

Dolby Laboratories, Inc.

1275 Market Street

San Francisco, California 94103

(415) 558-0200

PROXY STATEMENT

The Board of Directors (our “Board”) of Dolby Laboratories, Inc., a Delaware corporation, is soliciting proxies to be used at the Annual Meeting of Stockholders to be held virtually via live webcast on Tuesday, February 7, 2023, at 10:30 a.m. Pacific Standard Time and any postponement, adjournment or continuation thereof (the “Annual Meeting”). Stockholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/M7JCU6Z. Please see “Attending the Virtual Annual Meeting” beginning on page 91 for information on how to attend, submit questions and vote at the Annual Meeting.

This Proxy Statement and the accompanying notice and form of proxy are first being made available to stockholders on or about December 19, 2022.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to our stockholders primarily via the internet. On or about December 19, 2022, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our 2022 Annual Report. The Notice of Internet Availability of Proxy Materials also provides information on how to access your voting instructions to be able to vote through the internet or by telephone. Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

Internet distribution of our proxy materials helps to expedite receipt by stockholders, lowers the cost of the Annual Meeting and conserves natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees

Our Board currently consists of ten members. Our Bylaws permit our Board to establish by resolution the authorized number of directors, and ten directors are currently authorized. Roger Siboni, who has served on our Board since 2004, will retire from our Board when his current term expires on the date of the Annual Meeting and therefore is not standing for reelection at the Annual Meeting. We wish to thank Mr. Siboni for his nearly two decades of service and contributions to the company and its stockholders, and we wish him well in his retirement. At that time, the authorized number of directors will be reduced to nine.

Our Board proposes the election of nine directors, each to serve until the next Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Tony Prophet joined our Board in fiscal 2022, on December 6, 2021, and was elected by stockholders at last year’s annual meeting. Mr. Prophet was recommended as a director to our Nominating and Governance Committee by a third-party search firm, which assisted the committee in identifying and evaluating potential director nominees. All incumbent directors are nominees for re-election to our Board. All of the nominees have been recommended for nomination by the Nominating and Governance Committee, and all of them are currently serving as directors. All nominees were elected by the stockholders at last year’s annual meeting. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominee designated by our Board to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the nominees named below.

Information Regarding the Director Nominees and our Director Emeritus

Director Nominees

Names of the nominees and certain biographical information about them as of December 9, 2022, the record date for the Annual Meeting, are set forth below:


Name	Age		Position with the Company	Director Since
Kevin Yeaman⁽¹⁾		56	President, Chief Executive Officer and Director		2009
Peter Gotcher⁽²⁾		63	Chair of the Board of Directors		2003
Micheline Chau⁽³⁾⁽⁴⁾		69	Director		2013
David Dolby⁽⁵⁾		45	Director		2011
Tony Prophet⁽²⁾		63	Director		2021
Emily Rollins⁽³⁾		52	Director		2021
Simon Segars⁽²⁾⁽³⁾		55	Director		2015
Anjali Sud⁽⁴⁾		39	Director		2019
Avadis Tevanian, Jr.^(1)(2)(4)(5)		61	Director		2009

(1)	Member of the Stock Plan Committee

(2)	Member of the Nominating and Governance Committee

(3)	Member of the Audit Committee

(4)	Member of the Compensation Committee

(5)	Member of the Technology Strategy Committee

LOGO

Kevin Yeaman became our President and CEO in March 2009 and has been a member of our Board since he assumed the role of CEO. He joined Dolby as Chief Financial Officer and Vice President in October 2005, was appointed Senior Vice President in November 2006 and Executive Vice President in July 2007. Prior to joining Dolby, he worked for seven years at Epiphany, Inc., a publicly traded enterprise software company, most recently as Chief Financial Officer from August 1999 to October 2005. Previously, Mr. Yeaman also served as Worldwide Vice President of Field Finance Operations for Informix Software, Inc., a provider of relational database software, from February 1998 to August 1998. From September 1988 to February 1998, Mr. Yeaman served in Silicon Valley and London in various positions at KPMG LLP, an accounting firm. Mr. Yeaman is a member of the Academy of Motion Picture Arts and Sciences. He also sits on the Board of Trustees of the Academy Museum Foundation. He holds a B.S. degree in commerce from Santa Clara University.

As Dolby’s Chief Executive Officer and former Chief Financial Officer, Mr. Yeaman has extensive experience in Dolby’s markets and brings to our Board a deep understanding of Dolby, its strategy, finances, and operations.

LOGO

Peter Gotcher has served as a director since June 2003 and as Chair of the Board of Directors since March 2011. Mr. Gotcher served as Executive Chair of the Board of Directors from March 2009 until March 2011. Mr. Gotcher is an independent investor. Mr. Gotcher was a venture partner with Redpoint Ventures, a private investment firm, from September 1999 to January 2003. Prior to joining Redpoint Ventures, Mr. Gotcher was a venture partner with Institutional Venture Partners, a private investment firm, from 1997 to September 1999. Prior to joining Institutional Venture Partners, Mr. Gotcher founded and served as the President, Chief Executive Officer and Chair of the Board of Digidesign from 1984 to 1995. Digidesign was acquired by Avid Technology, a media software company, in 1995 and Mr. Gotcher served as the General Manager of Digidesign and Executive Vice President of Avid Technology from January 1995 to May 1996. Mr. Gotcher serves on the board of directors of GoPro, Inc., and served on the board of directors of Pandora Media, Inc. from September 2005 to May 2017. Mr. Gotcher also serves on the boards of directors of several private companies. Mr. Gotcher holds a B.A. degree in English literature from the University of California at Berkeley.

As the founder, former Chief Executive Officer and Chair of Digidesign and a former venture capitalist, Mr. Gotcher has a broad understanding of the operational, financial and strategic issues facing public companies. In addition, his service on other boards and committees, including as a member of the Audit Committee and Compensation and Leadership Committee of GoPro, Inc., as a former member of the Compensation Committee and member and chair of the Nominating and Corporate Governance Committee of Pandora Media, Inc., and his extensive experience in Dolby’s markets, provide valuable perspective for our Board and give him significant operating experience, as well as financial, accounting and corporate governance experience.

LOGO

Micheline Chau has served as a director since February 2013. Ms. Chau served as President and Chief Operating Officer of Lucasfilm Ltd., a film and entertainment company, from April 2003 to September 2012. Prior to assuming her role as President and Chief Operating Officer, Ms. Chau served as Lucasfilm’s Chief Financial Officer, from 1991 to March 2003. Before that, Ms. Chau was Chief Financial/Administrative Officer for Bell Atlantic Healthcare Systems and held other executive-level positions within various industries, including retail, restaurant, venture capital and financial services. Ms. Chau is a member of the board of directors of Las Vegas Sands Corp., a developer, owner and operator of integrated resorts in Asia and the United States, and serves on Las Vegas Sands’ Compensation and Audit Committees. Ms. Chau also sat on the board of directors of Red Hat, Inc., an open source enterprise software provider (acquired by International Business Machines Corporation in July 2019), from November 2008 to August 2012, and also served as a member of Red Hat’s Compensation and Nominating and Corporate

Governance Committees. In addition, Ms. Chau currently sits on the boards of directors of several private and non-profit entities. Ms. Chau holds an undergraduate degree in English and Asian Studies from Wellesley College and an M.B.A. from the Stanford Graduate School of Business.

As the former President, Chief Operating Officer and Chief Financial Officer of Lucasfilm, Ms. Chau brings to our Board senior leadership and significant operating experience, as well as financial and entertainment industry expertise. In addition, as a member of the Compensation and Audit Committees of Las Vegas Sands and a former member of the Compensation and Nominating and Corporate Governance Committees of Red Hat, Ms. Chau brings to our Board corporate governance experience.

LOGO

David Dolby has served as a director since February 2011. Mr. Dolby is founder and Chief Executive Officer of Dolby Family Ventures, an early stage venture firm unrelated to Dolby Laboratories that launched in June 2014 to invest in companies and technologies with the potential for significant social impact. Previously, Mr. Dolby served as a consultant to our Board on technology strategy matters from February 2011 until February 2015. Mr. Dolby also served as Manager, Strategic Partnerships of Dolby Laboratories from May 2008 until February 2011. In this role, Mr. Dolby was responsible for managing the company’s strategic partnerships and technology standards for internet media encoding, delivery and playback. He represented the company in technical and business working groups at a variety of international standards groups, including Universal Serial Bus, Digital Living Network Alliance, Digital Entertainment Content Ecosystem Ultraviolet, and Blu-ray Disc Association. Mr. Dolby has attended industry events with the company for a significant number of years, including Audio Engineering Society, National Association of Broadcasters, International Consumer Electronics Show, ShoWest, Cine Expo International, IFA, and Custom Electronic Design and Installation Association. From 2006 to 2008, Mr. Dolby was a self-employed entrepreneur and investor. Mr. Dolby attended Stanford Business School between 2004 and 2006. During that time, he served as product manager at Kaleidescape, Inc., a Silicon Valley technology firm focused on high-performance music and movie server systems. From 2003 to 2006, he owned and operated Charter Flight LLC, a private aircraft leasing business. In addition, during 2004, Mr. Dolby was an investment banking analyst focused on technology at Perseus Group (now GCA Savvian). From 2000 to 2002, Mr. Dolby was an employee of NetVMG, a company developing route control software for optimizing multi-homed IP network routing. Before joining NetVMG, Mr. Dolby worked for engineering firms Bechtel and Poe & Associates. Mr. Dolby serves on the board of directors of Cogstate Limited, a cognitive assessment and training company focused on the development and commercialization of computerized tests of cognition. Mr. Dolby serves on Cogstate’s Remuneration and Nomination Committee. Mr. Dolby also serves on the governing boards of various not-for-profit entities, including the Boards of Trustees of the Salk Institute for Biological Sciences and the Academy Museum of Motion Pictures. He is also a member of the Academy of Motion Picture Arts and Sciences. Mr. Dolby received a B.S.E. in Civil Engineering from Duke University and an M.B.A. from the Stanford Graduate School of Business.

Mr. Dolby brings experience to our Board in home theater system technology and software technology productization, and offers a long-term perspective on the growth of the company and its commitment to excellence in audio and video.

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Tony Prophet has served as a director since December 2021. Mr. Prophet was formerly the Chief Equality and Recruiting Officer at salesforce.com, inc. (“Salesforce”), which he joined in September 2016 until July 2021. Before Salesforce, Mr. Prophet served as Corporate Vice President, Education Marketing, of Microsoft Corporation, from June 2015 to September 2016, as Corporate Vice President, Windows and Search Marketing, from February 2015 to June 2015, and as Corporate Vice President, Windows Marketing, from May 2014 to February 2015. Prior to Microsoft, Mr. Prophet held leadership roles at HP Inc. since 2006, including leading worldwide PC and printing operations. Before that, Mr. Prophet served in positions of increasing responsibility at multiple organizations, including leading worldwide operations for the Carrier Business unit of United Technologies and rising to Partner at Booz Allen Hamilton. In addition to his

operating roles, Mr. Prophet served on the board of directors of Gannett Co., Inc., a subscription-led and digitally focused media and marketing solutions company, from 2013 to May 2019. Mr. Prophet is also a Board Advisor to Aviso AI, a provider of a predictive revenue intelligence platform, since September 2021. He holds a BS in industrial engineering from General Motors Institute (now Kettering University) and an MBA from the Stanford Graduate School of Business.

As a long-time, accomplished technology business executive, Mr. Prophet brings to our Board substantial leadership experience in industrial, consumer electronic, hardware, and software spaces.

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Emily Rollins has served as a director since February 2021. She served in various positions at Deloitte & Touche LLP since 1992, including as an Audit and Assurance Partner from 2006 until her retirement in September 2020. At Deloitte, Ms. Rollins served technology and media companies and guided hundreds of clients through complex audit and reporting processes. Ms. Rollins also served in positions of increasing responsibility, including leadership roles in Deloitte’s US Technology, Media, and Telecommunications industry group, Audit Innovation and Transformation, and Diversity and Inclusion. She led firmwide initiatives to recruit, develop, and retain women and diverse professionals as well as transform and modernize Deloitte’s audit platform. Ms. Rollins currently serves on the board of directors of Xometry, Inc. (since March 2021), an AI-enabled marketplace for on-demand manufacturing enabling buyers to efficiently source on-demand manufactured parts and assemblies, and serves as chair of Xometry’s Audit Committee. She also sits on the board of directors of Science 37 Holdings, Inc. (since October 2021), a research company that specializes in decentralized clinical trials to enable universal access to clinical research, and is chair of Science 37’s Audit Committee. Ms. Rollins also serves on the boards of three private technology companies and several non-profit entities and associations. Ms. Rollins is a Certified Public Accountant and holds a B.A. degree in Accounting and International Relations from Claremont McKenna College.

After nearly 30 years in public accounting, Ms. Rollins brings to our Board considerable experience as an advisor to boards and executive teams and extensive financial and public accounting expertise as an audit expert in the technology and media spaces.

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Simon Segars has served as a director since February 2015. From 1991 until 2022, Mr. Segars worked for Arm Ltd (known as Arm Holdings Plc prior to 2017), a designer and provider of microprocessors, software development tools and related technologies that was publicly held until its acquisition by SoftBank Group Corp. in September 2016. Mr. Segars served as Arm’s Chief Executive Officer from July 2013, and as a member of its board of directors from 2005, through February 2022, respectively. Mr. Segars also served as a member of SoftBank Group Corp.’s board of directors between June 2017 and June 2021. He served as President of Arm in 2013 before being promoted to Chief Executive Officer. Mr. Segars held the position of Executive Vice President and General Manager, Physical IP Division, from 2007 to 2012. Prior senior roles at Arm include Executive Vice President, Engineering; Executive Vice President, Worldwide Sales; and Executive Vice President, Business Development. Mr. Segars worked on many of the early Arm CPU products and led the development of the ARM7 and ARM9 Thumb^® families. He holds a number of patents in the field of embedded CPU architectures. Mr. Segars received his Bachelors in Electronic Engineering from the University of Sussex, and obtained a Masters of Computer Science from the University of Manchester. In recognition of his extraordinary lifetime accomplishments and his impact on the global technology industry, Mr. Segars was conferred an Honorary Doctor of Science from the University of Sussex in 2019. Mr. Segars serves on the board of directors of Vodafone Group Plc, a multinational telecommunications company, and Edge Impulse, a development platform for machine learning on edge devices. Mr. Segars also serves on the board of directors of TechWorks, a UK industry association.

As a trained and former engineer, Mr. Segars has extensive experience in the technological elements of Dolby’s business operations. In addition, with his significant experience as an executive officer of Arm, and his service on the boards of both public and private companies, Mr. Segars brings to our Board a valuable understanding of the operational and strategic issues facing companies.

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Anjali Sud has served as a director since May 2019. Ms. Sud currently serves as the Chief Executive Officer, and on the board of directors, of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. Ms. Sud held various positions at Vimeo since July 2014, before being promoted to CEO in July 2017. Prior to Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, most recently as Director of Marketing. Ms. Sud holds a B.S. degree from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.

As the Chief Executive Officer of Vimeo, Ms. Sud brings extensive knowledge of the technology industry and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing audio-visual content creators. In addition, through her prior role as Director of Marketing at Amazon, Ms. Sud brings valuable business and marketing insight and experience to our Board.

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Avadis Tevanian, Jr. has served as a director since February 2009. Dr. Tevanian serves as a Managing Director of NextEquity Partners, a firm he co-founded in July 2015, making venture capital investments. Previously, Dr. Tevanian served as the Software Chief Technology Officer of Apple Inc. from 2003 to 2006. As Software CTO, Dr. Tevanian focused on setting the company-wide software technology direction for Apple. Prior to his tenure as Software CTO, Dr. Tevanian was Senior Vice President of Software at Apple, a role he took on when Apple acquired NeXT, Inc. in 1997. As Senior Vice President of Software, Dr. Tevanian led the software engineering team responsible for the creation of macOS and worked as part of Apple’s executive team. Before joining Apple, he was Vice President of Engineering at NeXT, Inc. and was responsible for managing NeXT’s engineering department. Dr. Tevanian started his professional career at Carnegie Mellon University, where he was a principal designer and engineer of the Mach operating system upon which Nextstep, and now macOS and iOS, are based. Dr. Tevanian is a former board member of Tellme Networks, Inc., an internet telecom company acquired by Microsoft. He holds a B.A. degree in mathematics from the University of Rochester and M.S. and Ph.D. degrees in computer science from Carnegie Mellon University.

With more than 30 years of operational and software expertise, including as Apple’s Chief Software Technology Officer, Dr. Tevanian brings to our Board extensive experience in consumer technology businesses and a deep understanding of the operational and strategic issues facing companies.

There are no family relationships among any of our directors and executive officers.

See “Corporate Governance Matters” and “Compensation of Directors” for additional information regarding our Board.

Our Board of Directors recommends a vote “FOR” the election of each of the nominees set forth above.

Director Emeritus

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N. William Jasper, Jr. served as a director from June 2003 until his retirement from our Board in February 2021, at which time he received the honorary title of Director Emeritus, in an uncompensated, non-voting capacity. Mr. Jasper joined Dolby in February 1979 as Chief Financial Officer and retired as President and Chief Executive Officer in March 2009. He served in a variety of positions prior to becoming President in May 1983, including as our Vice President, Finance and Administration and as our Executive Vice President. Mr. Jasper is an at-large member of the Academy of Motion Picture Arts and Sciences. He holds a B.S. degree in industrial engineering from Stanford University and an M.B.A. from the University of California at Berkeley.

COMPENSATION OF DIRECTORS

The following table provides information concerning the compensation paid by us to each of our non-employee directors for fiscal 2022. Our CEO did not receive additional compensation for his service as a director, and his compensation as an employee is presented in the Fiscal 2022 Summary Compensation Table.


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)		All Other Compensation ($)		Total ($)
Micheline Chau		73,000		210,590		—		—		283,590
David Dolby		55,000		210,590		—		—		265,590
Peter Gotcher		116,878		210,590		—		—		327,468
Tony Prophet⁽³⁾		44,316		231,096		—		—		275,412
Emily Rollins		73,975		210,590		—		—		284,565
Simon Segars		70,000		210,590		—		—		280,590
Roger Siboni		79,025		210,590		—		—		289,615
Anjali Sud		60,000		210,590		—		—		270,590
Avadis Tevanian, Jr.		92,000		210,590		—		—		302,590

(1)	Consists of Board and committee annual retainers and, if applicable, Board chair retainer and committee chair retainers.

(2)

Stock Awards consist solely of restricted stock unit awards for shares of our Class A Common Stock. The amounts reported reflect the grant date fair value of each equity award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), excluding estimated forfeitures. See Note 9 to our consolidated financial statements in our 2022 Annual Report on Form 10-K for more information. The amounts reported do not reflect the compensation actually realized by our non-employee directors. There can be no assurance that the restricted stock unit awards will vest (in which case no value will be realized by the individual) or that the value on vesting will approximate the compensation expense recognized by us.

(3)	Mr. Prophet was appointed to our Board effective December 6, 2021. His compensation reflects a partial year of service.

In fiscal 2022, our non-employee directors received the following restricted stock unit awards (which are also reflected in the above table):

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SEC Form DEF 14A filed by Dolby Laboratories