What changed in this filing

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Item 9A. Controls and Procedures

2022-11-18 compared with 2021-11-17 · 38 added, 51 removed, 198 unchanged (31% 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 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.

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, 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 CEO and 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.

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There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2022 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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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").

The information required by this item concerning our directors, compliance with Section 16 of the Exchange Act, as amended, 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 2023 ("2023 Proxy Statement").

Executive Officers of the Registrant

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Andy Sherman 55 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

John Couling 47 Senior Vice President, Entertainment

Todd Pendleton 50 Senior Vice President and Chief Marketing Officer

Shiram Revankar 60 Senior Vice President, Advanced Technology Group

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.

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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;

Senior Vice President, Broadcast Business Group;

and since October 2016, Senior Vice President, Consumer Entertainment.

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.

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.

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.

John Couling joined Dolby in 1997 and has held multiple leadership roles at the company, including as Senior Vice President, Commercial Partnerships from October 2016 through October 2021, and most recently as Senior Vice

President, Entertainment since October 2021.

In his current role, Mr.

Couling oversees Dolby's customer and partner relationships organization across the entertainment industry, leading sales, delivery, and integration of Dolby technologies and solutions into partners' services and products.

Couling holds a B.S.

degree in astrophysics from the University of Bristol.

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 Dolby, Mr.

Pendleton led his own marketing creative agency, Defi 9, working with start-ups and entertainment personalities.

Prior to leading his own business, Mr.

Pendleton served as Chief Marketing Officer of Samsung Telecommunications America from June 2011 to April 2015, where he among other things led the launch of the Samsung Galaxy mobile franchise.

Prior to Samsung Telecommunications America, Mr.

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degree in Political Science and International Business from Northeastern University in Boston, Massachusetts.

Shriram Revankar joined us as Senior Vice President, Advanced Technology Group in May 2021.

Revankar oversees teams creating and delivering innovations that transform immersive entertainment experiences, including the office of the Chief Technology Officer, image and sound research and development, prototyping, and technical operations.

He previously served in various positions at Adobe from 2009 through 2022, most recently as Vice President and Fellow at Adobe Research, where he focused on delivering high impact technologies to Adobe’s Digital Experience and Document Cloud businesses.

Prior to joining Adobe, Dr.

Revankar was a Xerox Fellow and the head of Smart Systems Lab and also the Chief Architect of the Production Solutions business at Xerox Corporation.

He has a masters and Ph.D.

in computer science from State University of New York at Buffalo.

EXECUTIVE COMPENSATION

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333-120614) November 19, 2004

10.2* 2000 Stock Incentive Plan, as amended and restated

Quarterly Report on Form 10-Q February 6, 2013

10.2* 2020 Stock Plan, as amended and restated on July 26, 2021 (“2020 Stock Plan")

Annual Report on Form 10-K November 16, 2021

10.3* 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

333-120614) November 19, 2004

10.4* Form of Global Stock Option Agreement under the 2020 Stock Plan

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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

10.12* Employment Agreement dated February 24, 2009, by and between Dolby Laboratories, Inc.

12 unchanged sentences

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

10.18* Waiver and Extension Relating to Potrero Avenue Leases dated as of September 29, 2013, by and among Dolby Laboratories, Inc.

1 unchanged sentence

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

10.19* 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

10.20* Offer Letter dated June 26, 2018 by and between Todd Pendleton and Dolby Laboratories, Inc.

1 unchanged sentence

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

Annual Report on Form 10-K November 16, 2021

10.22* French Sub-Plan to the 2020 Stock Plan

2 unchanged sentences

Quarterly Report on Form 10-Q July 29, 2021

10.24* 2022 Dolby Executive Bonus Plan

Current Report on Form 8-K November 12, 2021

10.25* Offer Letter dated September 23, 2021 by and between Robert Park and Dolby Laboratories, Inc.

Quarterly Report on Form 10-Q February 4, 2022

10.26* Letter Agreement dated October 15, 2021 by and between Lewis Chew and Dolby Laboratories, Inc.

Quarterly Report on Form 10-Q February 4, 2022

10.27* Offer Letter dated April 6, 2022 by and between Shriram Revankar and Dolby Laboratories, Inc.

Quarterly Report on Form 10-Q August 9, 2022

21.1+ List of significant subsidiaries of the Registrant

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(Principal Financial Officer) November 17, 2022

/S/ RYAN NICHOLSON Vice President, Corporate Controller

/S/ RYAN NICHOLSON Vice President, Chief Accounting Officer

(Principal Accounting Officer) November 17, 2022

3 unchanged sentences

/S/ DAVID DOLBY Director November 17, 2022

/S/ TONY PROPHET Director November 17, 2022

/S/ EMILY ROLLINS Director November 17, 2022

7 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