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Item 9A. Controls and Procedures

2021-11-17 compared with 2020-11-16 · 40 added, 32 removed, 209 unchanged (26% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

GAAP, and includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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Based on this assessment and those criteria, management concluded that our internal control over financial reporting was effective as of September 24, 2021.

Our internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

The Company adopted ASC 824, “Leases” beginning September 28, 2019.

As a result of this adoption, we implemented new processes and internal controls over financial reporting during the fiscal year ended September 25, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company's internal business operations, including financial reporting systems and internal control over financial reporting, have not been materially impacted by COVID-19.

There were no other changes in our internal control over financial reporting during the fiscal quarter ended September 25, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 24, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to monitor the evolving COVID-19 pandemic to assess any impact it may have on the design and operating effectiveness of our internal control over financial reporting.

The Company's internal

business operations, including financial reporting systems and internal control over financial reporting, have not been materially impacted by COVID-19.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item concerning our directors, compliance with Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), our code of business conduct and ethics, our Compensation Committee, Nominating and Governance Committee and Audit Committee is incorporated by reference from the information set forth in the sections under the headings “Election of Directors,” “Delinquent Section 16(a) Reports” and “Corporate Governance Matters” in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in 2021 (“2021 Proxy Statement”).

The information required by this item concerning our directors, compliance with Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), our code of business conduct and ethics, our Compensation Committee, Nominating and Governance Committee and Audit Committee is incorporated by reference from the information set forth in the sections under the headings "Election of Directors," "Delinquent Section 16(a) Reports" and "Corporate Governance Matters" in our Definitive Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Stockholders to be held in 2022 ("2022 Proxy Statement").

Executive Officers of the Registrant

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Kevin Yeaman 55 President and Chief Executive Officer

Lewis Chew 57 Executive Vice President and Chief Financial Officer

Robert Park 51 Senior Vice President and Chief Financial Officer

Andy Sherman 54 Executive Vice President, General Counsel and Corporate Secretary

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degree in commerce from Santa Clara University.

Lewis Chew joined us as Executive Vice President and Chief Financial Officer in June 2012.

Chew leads the worldwide finance organization and is responsible for the financial and infrastructure support for our business, which includes all finance functions, information technology, real estate and facilities, manufacturing, supply chain, and investor relations.

Chew comes to us with decades of financial and strategic business management experience.

Chew is the former Senior Vice President of Finance and Chief Financial Officer of National Semiconductor Corporation, a manufacturer of electronic components, where he was responsible for all finance functions as well as information systems and investor relations.

Prior to joining National Semiconductor, Mr.

Chew was a partner at KPMG LLP, an accounting firm, serving numerous technology and financial institution clients.

Chew serves as a member of the Board of Directors of Cadence Design Systems, a provider of software, hardware, and system design tools to enable the design and development of electronic products.

Chew holds a B.S.

degree in accounting from Santa Clara University.

Robert Park joined us as Senior Vice President and Chief Financial Officer in October 2021.

Park leads the global finance organization and is responsible for all finance functions, information technology, and investor relations.

Park has over 25 years of financial and strategic business experience.

Park served as the Chief Financial Officer of BlueJeans, a cloud-based enterprise video conferencing and communications company, since April 2016.

Prior to BlueJeans, Mr.

Park held a variety of positions of increasing responsibility at multiple public and private companies.

Park began his finance career with Ernst & Young LLP, an accounting firm, serving numerous clients across various industries.

Park holds a B.S.

degree in Business Administration with a concentration in accounting from California Polytechnic State University, San Luis Obispo.

Andy Sherman joined us as Executive Vice President, General Counsel and Corporate Secretary in January 2011.

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Earlier in his career, Mr.

Sherman worked in private practice with Gray Cary Ware & Freidenrich (now DLA Piper),

focusing on the representation of emerging technology companies.

Sherman worked in private practice with Gray Cary Ware & Freidenrich (now DLA Piper), focusing on the representation of emerging technology companies.

Sherman holds a J.D.

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degree in business administration from the University of Southern California.

Giles Baker joined us in March 2010 and has served since in a variety of positions, including Vice President, Broadcast Business Group;

Giles Baker joined us in March 2010 and has served since in a variety of positions, including Vice President,

Broadcast Business Group;

Senior Vice President, Broadcast Business Group;

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Previously, he was responsible for the professional DVD authoring business at Sonic Solutions.

Mr, Baker holds an undergraduate degree in music and sound recording from the University of Surrey in the United Kingdom and an MBA degree from the Wharton School.

Mr, Baker holds an undergraduate degree in music and sound recording from the University of Surrey in the U.K.

and an MBA degree from the Wharton School.

Steven Forshay joined us in July 1982 and has served since in a variety of positions advancing our technologies, including Senior Vice President, Research;

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Quarterly Report on Form 10-Q February 6, 2013

10.3* 2020 Stock Plan, as amended and restated on February 4, 2020 (“2020 Stock Plan")

Current Report on Form 8-K February 7, 2020

10.3+* 2020 Stock Plan, as amended and restated on July 26, 2021 (“2020 Stock Plan")

10.4* Employee Stock Purchase Plan (“ESPP”), as amended and restated on September 19, 2017

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Current Report on Form 8-K December 11, 2015

10.13* F orm of Executive Performance-Based Restricted Stock Units

10.13* Form of Executive Performance-Based Restricted Stock Units

Quarterly Report on Form 10-Q January 29, 2020

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Quarterly Report on Form 10-Q August 1, 2018

10.29+* Offer Letter dated February 11, 2010 by and between Giles Baker and Dolby Laboratories, Inc.

10.30* French Sub-Plan to the 2020 Stock Plan

Quarterly Report on Form 10-Q July 29, 2021

10.31* Form of Restricted Stock Unit Agreement - France

Quarterly Report on Form 10-Q July 29, 2021

21.1+ List of significant subsidiaries of the Registrant

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DOLBY LABORATORIES, INC.

/S/ LEWIS CHEW

Executive Vice President and Chief Financial Officer

/S/ ROBERT PARK

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J.

Yeaman and Lewis Chew, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue of hereof.

Yeaman and Robert Park, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue of hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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(Principal Executive Officer) November 16, 2021

/S/ LEWIS CHEW Executive Vice President and Chief Financial Officer

/S/ ROBERT PARK Senior Vice President and Chief Financial Officer

(Principal Financial Officer) November 16, 2021

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/S/ DAVID DOLBY Director November 16, 2021

Director November 16, 2020

/S/ EMILY ROLLINS Director November 16, 2021

Emily Rollins

/S/ SIMON SEGARS Director November 16, 2021

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures