Dolby Laboratories Inc
For the period ended Feb 4, 2025. Filed Dec 20, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 4, 2025 · Filed Dec 20, 2024
Contents
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 the information that you should consider.
2025 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 4, 2025 at 10:30 a.m. Pacific Standard Time |
|---|---|
| Place: | Live webcast accessible at meetnow.global/M66FQT7. Please see “Attending the Virtual Annual Meeting” beginning on page 76 for information on how to attend, submit questions and vote at the Annual Meeting. |
| Record Date: | December 6, 2024 |
Proposals to Be Voted on at 2025 Annual Meeting
| Proposal | BoardRecommendation | Page Number forAdditionalInformation |
|---|---|---|
| 1. Election of Directors | FOR | 7 |
| 2. Advisory Vote to Approve Named Executive Officer Compensation | FOR | 68 |
| 3. Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation | ONE YEAR | 69 |
| 4. Amendment of Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law | FOR | 70 |
| 5. Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 73 |
Director Nominees
The nominees for election to our Board at the 2025 Annual Meeting are listed below, along with their current committee assignments and certain biographical information about them as of December 6, 2024, the record date for the Annual Meeting.
| Committee Memberships | ||||
|---|---|---|---|---|
| Name · Age · Director Since · Principal Occupation · Indep. · AC · CC · NGC · SPC · TSC | ||||
| Kevin Yeaman | 58 | 2009 | President and CEO | No |
| Peter Gotcher | 65 | 2003 | Chair of the Board | Yes |
| David Dolby | 47 | 2011 | CEO, Dolby Family Ventures | No |
| Tony Prophet | 65 | 2021 | Director | Yes |
| Emily Rollins | 54 | 2021 | Director | Yes |
| Simon Segars | 57 | 2015 | Director | Yes |
| Anjali Sud | 41 | 2019 | CEO, Tubi, Inc. | Yes |
| Avadis Tevanian, Jr. | 63 | 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 2024 Financial Highlights
Our key financial highlights for fiscal 2024 and a comparison to fiscal 2023 are shown below. For information about our business strategy and our business highlights for fiscal 2024, please see the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K.
| Fiscal 2024 | Fiscal 2023 | Percentage Change | |
|---|---|---|---|
| Total Revenue | $1.27 billion | $1.30 billion | (2.3%) |
| Net Income | $261.8 million | $200.7 million | 30.4% |
| Diluted Earnings Per Share | $2.69 | $2.05 | 31.2% |
| Non-GAAP Net Income(1) | $369.0 million | $348.0 million | 6.0% |
| Non-GAAP Diluted Earnings Per Share(1) | $3.79 | $3.56 | 6.5% |
| Stock Price Per Share (High and Low) | $90.06 / $66.35 | $91.02 / $61.55 | — |
| Stock Price Per Share as of Fiscal Year-End | $75.61 | $79.26 | (4.6%) |
| (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
In addition, shortly after the end of fiscal 2024, in November 2024, we announced a 10% increase in our dividend, from $0.30 to $0.33 per share.
Named Executive Officers
Our named executive officers (our “NEOs”) for fiscal 2024 were:
| • | Kevin Yeaman, our President and Chief Executive 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. |
Principal Elements of Executive Compensation and Fiscal 2024 Executive Compensation Highlights
| Element of Compensation | Fiscal 2024 Highlights |
|---|---|
| Base Salary | • For calendar 2024, the Compensation Committee of our Board increased the base salary for our CEO by 1.6% and for each of our other NEOs by 3%, consistent with the merit-based increases for our general U.S. workforce, which were based on competitive market data for technology companies. |
| Annual Incentive Compensation (Cash) | • NEO annual incentive compensation targets—stated as a percentage of base salary for calendar 2024—were maintained at fiscal 2023 levels (100% for our CEO and 65% for each of our other NEOs). • Annual incentive compensation payments for our NEOs under our fiscal 2024 Executive Bonus Plan were based on a multiplier keyed to our revenue achievement, assuming we exceeded a non-GAAP operating income “gate” (below which there would be no funding). For purposes of the 2024 Executive Bonus Plan, we achieved non-GAAP operating income of $400.1 million against a gate of $318.8 million and adjusted revenue of $1,264.9 million against a threshold requirement of $1,170.0 million and a target of $1,300.0 million, resulting in a multiplier of 86.5%. The $1,264.9 million revenue number was lower than our reported GAAP revenue for fiscal 2024 because the Compensation Committee excluded the revenue attributable to two acquisitions that closed in fiscal 2024 for purposes of the 2024 Executive Bonus Plan, which resulted in lower achievement under the plan than had this exclusion not been made. Based on these results, our NEOs received annual incentive compensation payments equal to 86.5% of their annual incentive compensation targets. • For information about our use of non-GAAP financial measures for purposes of the 2024 Executive Bonus Plan and a reconciliation of our non-GAAP to GAAP financial measures, see “Multiplier — Revenue and Non-GAAP Operating Income Goals” on page 42 of, and Appendix A to, this Proxy Statement. |
| Element of Compensation | Fiscal 2024 Highlights |
|---|---|
| Long-Term Incentive Compensation (Performance Stock Unit Awards, Stock Options and Restricted Stock Unit Awards) | • The equity mix for the long-term incentive compensation granted to our NEOs in fiscal 2024 was as follows: |
| • 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 2024 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 relative 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 ofpre-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 2024, all of our NEOs were in compliance with our executive stock ownership guidelines.
Policy on Recoupment of Incentive Compensation (“Clawback”)
Our policy on the recoupment of incentive compensation requires us to recover certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer in the event we are required to prepare an Accounting Restatement (as defined in “Compensation Discussion and Analysis—Policy on Recoupment of Incentive Compensation (“Clawback”)” below).
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 2024 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 2024, 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.
Advisory Vote on the Frequency of Future Advisory Votes to Approve NEO Compensation
We are asking our stockholders to approve, on an advisory(non-binding) basis, the frequency of future advisory votes to approve the compensation of our NEOs. Securities and Exchange Commission rules require us to present this vote to stockholders every six years, and at our 2019 Annual Meeting of Stockholders, our stockholders approved conducting an advisory vote to approve the compensation of our NEOs every year, consistent with our Board’s recommendation on the matter at the time. Our Board continues to recommend that stockholders approve holding an advisory vote to approve the compensation of our NEOs on an annual basis.
Amendment of our Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law
Stockholders are being asked to approve an amendment of Section 1 of Article VII of our Amended and Restated Certificate of Incorporation. The proposed amendment to our Amended and Restated Certificate of Incorporation would provide for the exculpation of certain of our officers from liability to the extent permitted by Delaware law, as it may be amended from time to time. Our Board has determined that this amendment to our Amended and Restated Certificate of Incorporation is appropriate and in the best interests of the company and our stockholders, has approved and adopted the proposed amendment subject to receipt of the requisite approval by the company’s stockholders, and has recommended the proposed amendment to the company’s stockholders for approval and adoption.
Ratification of Independent Registered Accounting Firm
Our Audit Committee has appointed the firm of KPMG LLP as our independent registered public accounting firm for fiscal 2025. Stockholders are being asked to ratify the selection of KPMG LLP as our independent registered public accounting firm.
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 4, 2025, 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 meetnow.global/M66FQT7. Please see “Attending the Virtual Annual Meeting” beginning on page 76 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 20, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.