-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PeCy197r0w3ZJMhyTwrHQ72C9Avm8V+3s2OWkvEJpw4cq7ec8cTEJ+WiDw7WPPAR 0Hu+0Yac2Va1Fi9Zi0rj1g== 0001193125-07-024282.txt : 20070208 0001193125-07-024282.hdr.sgml : 20070208 20070208170145 ACCESSION NUMBER: 0001193125-07-024282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070206 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Laboratories, Inc. CENTRAL INDEX KEY: 0001308547 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 900199783 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32431 FILM NUMBER: 07593367 BUSINESS ADDRESS: STREET 1: 100 POTRERO AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415 558 0200 MAIL ADDRESS: STREET 1: 100 POTRERO AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 6, 2007

 


DOLBY LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-32431   90-0199783

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

100 Potrero Avenue

San Francisco, CA 94103-4813

(Address of principal executive offices) (Zip Code)

(415) 558-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2007, the Board of Directors of Dolby Laboratories, Inc. (the “Company”) increased the number of authorized directors from five to six and appointed Ted W. Hall as a member of the Board of Directors to fill the newly created vacancy. The Board of Directors also appointed Mr. Hall to serve on the Compensation Committee and Nominating and Governance Committee. Concurrently, Sanford Robertson stepped down from the Compensation Committee and Roger Siboni stepped down from the Nominating and Governance Committee.

The Board of Directors also determined that Mr. Hall qualifies as an “independent director” under the applicable rules of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission. There are no arrangements or understandings pursuant to which Mr. Hall was appointed as a director of the Company. Neither Mr. Hall nor any of his immediate family members has been, or currently plans to be, a party to any transaction or currently proposed transaction with the Company or any of the Company’s subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

On February 6, 2007, the Outside Director Compensation Committee increased non-employee director annual retainers from $30,000 to $50,000, commencing in the third quarter of fiscal 2007 and payable in quarterly increments. The Outside Director Compensation Committee also recommended, and, prior to the appointment of Mr. Hall as a director, the Board of Directors approved, the amendment and restatement of the Company’s 2005 Stock Plan solely to increase (i) initial option grant awards to non-employee directors from 25,000 shares to 50,000 shares effective immediately and (ii) subsequent option grant awards to non-employee directors from 12,500 shares to 25,000 shares beginning as of the Company’s 2008 annual meeting of stockholders. One-third of the shares covered by these options vest on each of the first three anniversaries of the grant date as long as the director continues to serve on the applicable vesting date and will become fully vested and exercisable immediately prior to a change in control of the Company.

Mr. Hall will receive a prorated retainer for the remainder of the second quarter of fiscal 2007 in an amount equal to $4,333 and, commencing in the third quarter of fiscal 2007, the above-referenced $50,000 annual retainer payable in quarterly increments. Mr. Hall will also receive the standard $1,000 per Board and committee meeting attendance fee. As a new non-employee director, Mr. Hall received the above-referenced initial option grant award to purchase 50,000 shares of the Company’s Class A Common Stock with an exercise price of $32.70 per share, and he is eligible to receive the above-referenced subsequent option grant awards. In addition, Mr. Hall has executed the Company’s standard form of indemnification agreement.

A copy of the press release announcing the appointment of Mr. Hall is attached as Exhibit 99.1 and is incorporated in this report by reference.

 

ITEM 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

99.1    Press Release dated February 7, 2007.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DOLBY LABORATORIES, INC.
By:   /s/ Mark S. Anderson
 

Mark S. Anderson

Senior Vice President, General Counsel and

Secretary

Date: February 8, 2007

EX-99.1 2 dex991.htm PRESS RELEASE DATED FEBRUARY 7, 2007 Press Release dated February 7, 2007

Exhibit 99.1

Media Contact:

Paula Dunn

Dolby Laboratories

415-645-5000

news@dolby.com

Ted Hall Joins the Board of Directors of Dolby Laboratories

San Francisco, February 7, 2007Dolby Laboratories, Inc. (NYSE:DLB), today announced the appointment of Ted W. Hall to its Board of Directors. Hall joins existing board members Peter Gotcher, Sanford R. Robertson, Roger S. Siboni, and Dolby Laboratories CEO Bill Jasper, along with the Company’s Chairman and founder Ray Dolby.

Hall is an entrepreneur and business leader with extensive operating and consulting experience in technology-related businesses, professional services, financial services, and natural resources. For over 27 years Hall served as a leader and operating manager of McKinsey & Company, a leading global consulting firm. He was Managing Partner of the firm’s San Francisco office before assuming significant worldwide responsibilities for the firm, including direct responsibility for one of the world’s largest research and development activities on business and management issues. Included in his background is extensive experience in China, where he helped open McKinsey’s practice.

During his tenure with McKinsey, Hall worked with chief executives and boards of directors of Fortune 50-size companies around the world in the areas of strategy and organization. A leading thinker on microeconomics and business, he has spoken and written about the evolving global economy in venues such as the annual World Economic Forum, the State of the World Forum, and the Commission on Globalization.

Hall is a general partner of Long Meadow Ranch and president of Long Meadow Winery in Napa Valley as well as Chairman of Tambourine, Inc., a specialty music production and distribution company. In addition, he is Managing Director of Mayacamas Associates, his own consulting firm. Hall is also a former Chairman of the Board of the Robert Mondavi Corporation, a global producer of fine wines.

Hall holds a bachelor’s degree in electrical engineering from Princeton University and a master’s degree in business administration from Stanford University. He has served on the boards of directors of a wide range of educational and civic organizations, including the Foundation for Teaching Economics, the Advisory Board of Stanford Business School, SFJAZZ, and the San Francisco Symphony. A former professional trombonist and record producer, Hall is also a member of the National Academy of Recording Arts & Sciences.

About Dolby Laboratories

Dolby Laboratories (NYSE: DLB) develops and delivers products and technologies that make the entertainment experience more realistic and immersive. For four decades, Dolby has been at the forefront of defining high-quality audio and surround sound in cinema, broadcast, home audio systems, cars, DVDs, headphones, games, televisions,


and personal computers. For more information about Dolby Laboratories or Dolby technologies, please visit www.dolby.com.

Dolby and the double-D symbol are registered trademarks of Dolby Laboratories. S07/17940 DLB-G

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