Dolby Laboratories, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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 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. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Subject to the limitations noted above, our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the CEO and CFO have concluded that, as of such date, our disclosure controls and procedures were effective to meet the objective for which they were designed and operate at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting 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 U.S. 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 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of September 24, 2021 using the criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 Annual Report on Form 10-K. Changes in 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 85 Table of Contents business operations, including financial reporting systems and internal control over financial reporting, have not been materially impacted by COVID-19. ITEM 9B. OTHER INFORMATION None. 86 Table of Contents PART III ITEM 10. 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 SEC in connection with the Annual Meeting of Stockholders to be held in 2022 ("2022 Proxy Statement"). Executive Officers of the Registrant Our executive officers serve at the discretion of the Board of Directors. The names of our executive officers and their ages, titles, and biographies as of October 29, 2021 are set forth below: Executive Officers Age Position(s) Kevin Yeaman 55 President and Chief Executive Officer Robert Park 51 Senior Vice President and Chief Financial Officer Andy Sherman 54 Executive Vice President, General Counsel and Corporate Secretary Giles Baker 45 Senior Vice President, Consumer Entertainment Steven Forshay 67 Senior Vice President, Advanced Technology Group Todd Pendleton 49 Senior Vice President, and Chief Marketing Officer Kevin Yeaman joined us 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. He became our President and CEO in March 2009 and has been a member of our Board since he assumed the role of CEO. Prior to joining us, he worked for seven years at E.piphany, 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, serving most recently as a senior manager. 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. Robert Park joined us as Senior Vice President and Chief Financial Officer in October 2021. Mr. Park leads the global finance organization and is responsible for all finance functions, information technology, and investor relations. Mr. Park has over 25 years of financial and strategic business experience. Mr. 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. Mr. Park began his finance career with Ernst & Young LLP, an accounting firm, serving numerous clients across various industries. Mr. 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. Mr. Sherman oversees Dolby’s patent licensing businesses and government relations, and Dolby's worldwide legal affairs, including all corporate, regulatory, IP, litigation, and licensing activities. Prior to joining us, from June 2008 to January 2011, Mr. Sherman served as Senior Vice President and General Counsel at CBS Interactive, an online content network, where he led the legal group advising CBS’s online entertainment, mobile, technology, sports, news, games, lifestyle, and international business units. Mr. Sherman joined CBS Interactive following CBS’s acquisition of CNET Networks, an online content network, where from June 2007 to June 2008 he was Senior Vice President, General Counsel and Secretary. Before CNET, Mr. Sherman served as Vice President, Legal at Sybase, an enterprise software and services company, from November 2006 to May 2007, following Sybase’s acquisition of Mobile 365, where he was Vice President, General Counsel and Secretary. Prior to joining Mobile 365, he held senior legal positions with global responsibility at a variety of public technology companies including PeopleSoft and E.piphany. 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. Mr. Sherman holds a J.D. from the University of the Pacific, as well as a B.S. 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, 87 Table of Contents Broadcast Business Group; Senior Vice President, Broadcast Business Group; and since October 2016, Senior Vice President, Consumer Entertainment. Mr. Baker focuses on Dolby's business in the consumer entertainment industry, leading a global team that builds complete industry solutions—from content production to distribution and playback—to bring immersive entertainment experiences to consumer devices, including TVs, game consoles, PCs, digital media adapters, mobile phones, and tablets. Before joining Dolby, Mr. Baker spent nearly 10 years in business leadership roles at Adobe Systems, where he was responsible for professional video software. 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 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; Senior Vice President of Research for Image and Sound; Senior Vice President, Sound Technology R&D; and since January 2015, Senior Vice President, Advanced Technology Group. Mr. Forshay is a member of the Audio Engineering Society, the Institute of Electrical and Electronics Engineers, and the Society of Motion Picture and Television Engineers. Mr. Forshay holds a B.S.E.E. degree in electrical engineering from the New Jersey Institute of Technology and a M.B.A. from Saint Mary’s College of California. Todd Pendleton joined us in July 2018 as Senior Vice President and Chief Marketing Officer. He leads Dolby’s marketing efforts and is responsible for promoting the brand globally to consumers and through its partners. Prior to Dolby, from June 2011 to June 2018, Mr. Pendleton served as Chief Marketing Officer of Samsung Telecommunications America, where he among other things led the relaunch of the Samsung Galaxy. Prior to Samsung Telecommunications America, Mr. Pendleton was with Nike for over 15 years, where he held country, regional, and global leadership roles working across North America, Europe, and Asia. Mr. Pendleton earned his B.A. degree in Political Science and International Business from Northeastern University in Boston, Massachusetts. ITEM 11. EXECUTIVE COMPENSATION The information required by this item concerning executive compensation is incorporated by reference from the information in the 2022 Proxy Statement under the headings "Compensation Discussion and Analysis," "Report of the Compensation Committee of the Board of Directors," "Executive Compensation Tables and Related Matters," "Compensation of Directors," and "Corporate Governance Matters—Compensation Committee Interlocks and Insider Participation." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item concerning securities authorized for issuance under equity compensation plans and security ownership of certain beneficial owners and management is incorporated by reference from the information in the 2022 Proxy Statement under the headings "Executive Compensation Tables and Related Matters—Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item concerning transactions with related persons and director independence is incorporated by reference from the information in the 2022 Proxy Statement under the headings "Certain Relationships and Related Transactions" and "Corporate Governance Matters." ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference from the information in the 2022 Proxy Statement under the heading "Ratification of Independent Registered Public Accounting Firm." 88 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 1. Financial Statements: See "Index to Consolidated Financial Statements" in Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules: Financial statement schedules have been omitted as the information required is inapplicable or the information is presented in the consolidated financial statements and related notes. 3. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. 89 Table of Contents INDEX TO EXHIBITS Exhibit Number Description Incorporated by Reference Herein Form Date 2.1* Asset Contribution Agreement dated November 19, 2004, by and between the Registrant, Dolby Laboratories Licensing Corporation, Ray Dolby individually, Ray Dolby as Trustee for the Ray Dolby Trust under the Dolby Family Trust instrument dated May 7, 1999, and Ray and Dagmar Dolby Investments L.P. Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1 December 30, 2004 3.1 Amended and Restated Certificate of Incorporation Registration Statement on Form S-1 (No. 333-120614), Amendment No. 2 January 19, 2005 3.2 Form of Amended and Restated Bylaws Quarterly Report on Form 10-Q April 30, 2009 4.1 Form of Registrant’s Class A Common Stock Certificate Registration Statement on Form S-1 (No. 333-120614), Amendment No. 1 December 30, 2004 4.2 Form of Registrant’s Class B Common Stock Certificate Registration Statement on Form 8-A January 25, 2006 4.3 Description of Capital Stock Annual Report on Form 10-K November 25, 2019 10.1* Form of Indemnification Agreement entered into between the Registrant and its Directors & Officers Registration Statement on Form S-1 (No. 333-120614) November 19, 2004 10.2* 2000 Stock Incentive Plan, as amended and restated Quarterly Report on Form 10-Q February 6, 2013 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 Annual Report on Form 10-K November 16, 2017 10.5* Forms of Stock Option Agreements under the 2000 Stock Incentive Plan Registration Statement on Form S-1 (No. 333-120614) November 19, 2004 10.6* Form of Global Stock Option Agreement under the 2020 Stock Plan Quarterly Report on Form 10-Q February 2, 2017 10.7* Form of Executive Global Stock Option Agreement under the 2020 Stock Plan Quarterly Report on Form 10-Q February 2, 2017 10.8* Form of Global Restricted Stock Unit Agreement under the 2020 Stock Plan Quarterly Report on Form 10-Q February 2, 2017 10.9* Form of Executive Global Restricted Stock Unit Agreement under the 2020 Stock Plan Quarterly Report on Form 10-Q February 2, 2017 10.10* Form of Subscription Agreement under the ESPP - U.S. Employees Annual Report on Form 10-K November 19, 2009 10.11* Form of Subscription Agreement under the ESPP - Non-U.S. Employees Quarterly Report on Form 10-Q August 8, 2012 10.12* Form of Executive Performance-Based Stock Option Agreement Current Report on Form 8-K December 11, 2015 10.13* Form of Executive Performance-Based Restricted Stock Units Quarterly Report on Form 10-Q January 29, 2020 10.14* 2020 Dolby Executive Bonus Plan Current Report on Form 8-K November 18, 2019 10.15* Employment Agreement dated February 24, 2009, by and between Dolby Laboratories, Inc. & Kevin Yeaman Quarterly Report on Form 10-Q April 30, 2009 10.16* Amendment, dated as of December 19, 2012, to Employment Agreement dated as of February 24, 2009, by and between Dolby Laboratories, Inc. and Kevin Yeaman Quarterly Report on Form 10-Q February 6, 2013 10.17* Offer Letter by and between Andy Sherman & Dolby Laboratories, Inc. Quarterly Report on Form 10-Q May 10, 2011 10.18* Offer Letter dated March 22, 2012 by and between Lewis Chew and Dolby Laboratories, Inc. Quarterly Report on Form 10-Q May 8, 2012 10.19* Lease for 100 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q February 8, 2006 10.20* First Amendment to Lease for 100 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q May 4, 2006 10.21* Second Amendment to 100 Potrero Avenue, San Francisco, California Lease Agreement dated May 6, 2014 by and among Dolby Laboratories, Inc. and the Dolby Family Trust & affiliated Trusts Quarterly Report on Form 10-Q July 30, 2014 10.22* Lease for 130 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q February 8, 2006 10.23* First Amendment to 130 Potrero Avenue, San Francisco, California Lease Agreement dated May 6, 2014 by and among Dolby Laboratories, Inc. and the Dolby Family Trust & affiliated Trusts Quarterly Report on Form 10-Q July 30, 2014 10.24* Lease for 140 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q February 8, 2006 10.25* First Amendment to 140 Potrero Avenue, San Francisco, California Lease Agreement dated May 6, 2014 by and among Dolby Laboratories, Inc. and the Dolby Family Trust & affiliated Trusts Quarterly Report on Form 10-Q July 30, 2014 10.26* Waiver and Extension Relating to Potrero Avenue Leases dated as of September 29, 2013, by and among Dolby Laboratories, Inc. and the Dolby Family Trust & affiliated Trusts Annual Report on Form 10-K November 15, 2013 10.27* Agreement of Sale and Purchase by and between DWF III 1275 Market, LLC and Dolby Laboratories, Inc. dated June 8, 2012 Quarterly Report on Form 10-Q August 8, 2012 10.28* Offer Letter dated June 26, 2018 by and between Todd Pendleton and Dolby Laboratories, Inc. 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 23.1+ Consent of KPMG LLP, Independent Registered Public Accounting Firm 24.1 Power of Attorney (incorporated by reference from the signature page of this Annual Report on Form 10-K) 31.1+ Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act 31.2+ Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act 32.1‡ Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 101.INS‡ XBRL Instance Document 101.SCH‡ XBRL Taxonomy Extension Schema Document 101.CAL‡ XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF‡ XBRL Extension Definition 101.LAB‡ XBRL Taxonomy Extension Label Linkbase Document 101.PRE‡ XBRL Taxonomy Extension Presentation Linkbase Document 90 Table of Contents + Filed herewith. * Denotes a management contract or compensatory plan or arrangement. ‡ Furnished herewith. 91 Table of Contents ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 16, 2021 DOLBY LABORATORIES, INC. By: /S/ ROBERT PARK Robert Park Senior Vice President and Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. 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. SIGNATURE TITLE DATE /S/ PETER GOTCHER Chairman of the Board of Directors November 16, 2021 Peter Gotcher /S/ KEVIN J. YEAMAN President, Chief Executive Officer and Director (Principal Executive Officer) November 16, 2021 Kevin J. Yeaman /S/ ROBERT PARK Senior Vice President and Chief Financial Officer (Principal Financial Officer) November 16, 2021 Robert Park /S/ RYAN NICHOLSON Vice President, Corporate Controller (Principal Accounting Officer) November 16, 2021 Ryan Nicholson /S/ MICHELINE CHAU Director November 16, 2021 Micheline Chau /S/ DAVID DOLBY Director November 16, 2021 David Dolby /S/ EMILY ROLLINS Director November 16, 2021 Emily Rollins /S/ SIMON SEGARS Director November 16, 2021 Simon Segars /S/ ROGER SIBONI Director November 16, 2021 Roger Siboni /S/ ANJALI SUD Director November 16, 2021 Anjali Sud /S/ AVADIS TEVANIAN, JR. Director November 16, 2021 Avadis Tevanian, Jr. 92