Dolby Laboratories, Inc.
For the period ended Feb 3, 2026. Filed Dec 16, 2025.
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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 3, 2026 · Filed Dec 16, 2025
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.
2026 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.
Tuesday, February 3, 2026 at 10:30 a.m. Pacific Standard Time
Live webcast accessible at meetnow.global/MGF9HHY. Please see“Attending the Virtual Annual Meeting” beginning on page 81 for information on how to attend, submit questions and vote at the Annual Meeting.
December 5, 2025
2026 PROXY STATEMENT | 1
Director Nominees
The nominees for election to our Board at the 2026 Annual Meeting are listed below, along with their current committee assignments and certain biographical information about them as of December 5, 2025, the record date for the Annual Meeting.
| Committee Memberships | ||
|---|---|---|
| Name and Position · Independent · Age · DirectorSince · AC · CC · NGC · SPC · TSC | ||
| Kevin Yeaman President and CEO | 59 | 2009 |
| Peter Gotcher Chair of the Board | 66 | 2003 |
| David Dolby CEO, Dolby Family Ventures | 48 | 2011 |
| Tony Prophet Director | 66 | 2021 |
| Emily Rollins Director | 55 | 2021 |
| Simon Segars Director | 58 | 2015 |
| Anjali Sud CEO, Tubi, Inc. | 42 | 2019 |
| Avadis Tevanian, Jr Managing Director, NextEquity Partners | 64 | 2009 |
AC Audit Committee CC Compensation Committee NGC Nominating and Governance Committee
SPC Stock Plan Committee TSC Technology Strategy Committee Member Chair
2 | 2026 PROXY STATEMENT
Fiscal 2025 Financial Highlights
Our key financial highlights for fiscal 2025 and a comparison to fiscal 2024 are shown below. For information about our business strategy and our business highlights for fiscal 2025, please see the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K.
| Fiscal 2025 · Fiscal 2024 · PercentageChange | |||||
|---|---|---|---|---|---|
| Total Revenue | $ | 1.35 billion | $ | 1.27 billion | 6.3% |
| Net Income | $ | 255.0 million | $ | 261.8 million | (2.6%) |
| Non-GAAP Net Income(1) | $ | 413.5 million | $ | 369.0 million | 12.1% |
| Diluted Earnings Per Share | $2.62 | $2.69 | (2.6%) | ||
| Non-GAAP Diluted Earnings Per Share(1) | $4.24 | $3.79 | 11.9% | ||
| Stock Price Per Share (High and Low) | $ | 89.66 / $68.24 | $ | 90.06 / $66.35 | — |
| Stock Price Per Share as of Fiscal Year-End | $72.39 | $75.61 | (4.3%) | ||
| (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 Fiscal 2025
In addition, in November 2025, we announced a 9% increase in our dividend, from $0.33 to $0.36 per share.
Named Executive Officers
Our named executive officers (our “NEOs”) for fiscal 2025 were:
| • | Kevin Yeaman, our President and Chief Executive Officer |
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| • | Robert Park, our Senior Vice President and Chief Financial Officer |
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| • | Andy Sherman, our Executive Vice President, General Counsel, and Corporate Secretary |
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| • | John Couling, our Senior Vice President, Entertainment |
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| • | Shriram Revankar, our Senior Vice President, Advanced Technology Group |
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2026 PROXY STATEMENT | 3
Principal Elements of Executive Compensation and Fiscal 2025 Executive Compensation Highlights
| Element of Compensation | Fiscal 2025 Highlights |
|---|---|
| Base Salary | • For calendar 2025, the Compensation Committee of our Board maintained the base salary for each of our NEOs at the same level as in calendar 2024. |
| Annual Incentive Compensation (Cash) | • NEO annual incentive compensation targets—stated as a percentage of base salary for calendar 2025—were maintained at fiscal 2024 levels (100% for our CEO and 65% for each of our other NEOs). • Annual incentive compensation payments for our NEOs under our fiscal 2025 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 2025 Executive Bonus Plan, we achieved non-GAAP operating income of $447.5 million against a gate of $337.5 million and revenue of $1,349.1 million against a threshold requirement of $1,228.5 million and a target of $1,365.0 million, resulting in a multiplier of 94%. Based on these results, our NEOs earned annual incentive compensation payments equal to 94% of their annual incentive compensation targets. • For information about our use of non-GAAP financial measures for purposes of the 2025 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 45 of, and Appendix A to, this Proxy Statement. |
| Long-Term Incentive Compensation (Performance Stock Unit Awards, Stock Options and Restricted Stock Unit Awards) | • The target equity mix for the long-term incentive compensation granted to our NEOs in fiscal 2025 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. |
4 | 2026 PROXY STATEMENT
Performance Stock Unit Awards
A portion of the long-term incentive compensation granted to our NEOs for fiscal 2025 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 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.
The three-year performance period for the performance stock unit awards granted to our NEOs in fiscal 2022 ended in fiscal 2025, and our annualized TSR relative to the annualized TSR of the S&P Midcap 400 Index (^MID) over the performance period was-9.88%, resulting in the vesting of such awards at 70.37% of target.
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 |
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| • | 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. |
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As of the end of fiscal 2025, 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 2025 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 2025, 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. At our 2025 Annual Meeting of Stockholders, stockholders indicated their support for holding an advisory“say-on-pay” vote on an annual basis, and we intend to do so until the next required advisory vote on the frequency of holding an advisory“say-on-pay” vote.
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 2026. Stockholders are being asked to ratify the selection of KPMG LLP as our independent registered public accounting firm.
2026 PROXY STATEMENT | 5
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(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 3, 2026, 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/MGF9HHY. Please see “Attending the Virtual Annual Meeting” beginning on page 81 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 16, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.