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): June 12, 2008

SONIC SOLUTIONS

(Exact name of registrant as specified in its charter)

California	23190	93-0925818
(State or other jurisdiction of organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 Rowland Way, Suite 110 Novato, CA	94945
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 893-8000

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):

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

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

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

oPre-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

Item 5.02(e).

On June 12, 2008, Sonic Solutions (the “Company”) held its combined 2006 and 2007 annual shareholders' meeting (the “Shareholders Meeting”), at which Robert J. Doris, Mary C. Sauer, Robert Greber, Peter J. Marguglio and R. Warren Langley, comprising all of the existing members of Company’s Board of Directors (the “Board”) were reelected with at least 23,396,440 votes (representing over 94.5% of all votes cast). Immediately following the Shareholders Meeting, the Board held its own annual meeting, at which it addressed various administrative and organizational matters. Among other acts, the Board confirmed that Robert J. Doris would continue to act as Chairman of the Board, that Mary C. Sauer would continue in her capacity as Secretary of the Board, and that the Audit, Compensation and Nominating Committees of the Board would each continue to be comprised of Robert Greber, Peter J. Marguglio and R. Warren Langley. In addition, the Board, including the members of the Compensation Committee, confirmed the appointments of the Company’s executive officers as David C. Habiger, President and Chief Executive Officer; A. Clay Leighton, Executive Vice President and Chief Operating Officer; Mark Ely, Executive Vice President, Strategy and General Manager, Qflix; and Paul F. Norris, Executive Vice President, Acting CFO and General Counsel. At that meeting, the Board and Compensation Committee members (a) in accordance with the Company’s Current Report on Form 8-K dated July 24, 2007, issued Mr. Ely 50,000 restricted stock units having a vesting commencement date of May 15, 2007, with 12.5% of such restricted stock units vesting every six months until fully vested on the fourth anniversary of such vesting commencement date; and (b) granted 375,000, 225,0000 and 144,000 stock options to Messrs. Habiger, Leighton and Norris, respectively, all of such options having an exercise price of $6.89 per share (closing price on June 12, 2008) and vesting monthly over 3 years. All other terms of such executive officers’ employment remain unchanged.

ITEM 8.01 OTHER EVENTS

Also at the June 12, 2008 annual Board meeting, the Audit, Compensation and Nominating Committees of the Board assessed and reapproved their respective charters, the Compensation Committee assessed its performance, and the Board discussed such assessments. Additionally, the Board reviewed its existing Board of Directors Compensation Policy (the “Policy”), and after considering survey information regarding industry practices and other factors, approved amendments to such Policy providing for an annual compensation target of $120,000 for each Board member and for each such member serving as chairman of the Board or one of its standing committees an annual compensation target equal to 125% of the annual compensation target for the non-chairman members. Under the revised Policy, the annual compensation target for all members is to be paid in equal parts cash and equity compensation, provided that in the event the annual organizational meeting of the Board is scheduled later than October 1 in any year, then, in light of the inability to calculate the next year’s annual equity compensation target percentage as contemplated under the Policy until such meeting is held, the Policy provides that effective on October 1 of that year the equity compensation target percentage shall be shall be reduced to 0% and the cash compensation target percentage shall be increased to 100%, each until the occurrence of such annual organizational meeting.

The foregoing description is qualified in its entirety by reference to the Policy, which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit

The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit	Description
10.1	Board of Directors Compensation Policy, effective as of June 12, 2008.

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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.

SONIC SOLUTIONS

By: /s/ David C. Habiger

Name: David C. Habiger

Title: President and Chief Executive Officer

(Principal Executive Officer)

Date: June 16, 2008

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EX-10.1

Board of Directors Compensation Policy

This Compensation Policy (the “Policy”) is effective June 12, 2008. The Policy is intended to govern compensation for individuals serving as directors of Sonic Solutions (the “Company”). This Policy amends and restates the Board of Directors Compensation Policy dated January 23, 2007.

1. Definitions

As used in this Policy, the following terms shall have the indicated meanings:

1.1“Outside Director” means an individual serving as a member of the board of directors who is not employed by the Company as an Executive Officer.

1.2“Chairman” means an Outside Director who serves as chairman of either the board or a standing committee of the board.

1.3“Annual Board Meeting” means that meeting of the board of directors that is held immediately following the annual meeting of shareholders.

1.4“Change of Control” shall have the meaning defined in the Company’s 2004 Equity Compensation Plan.

2. Compensation Targets

2.1Annual Compensation Targets.The board shall consider the current annual compensation targets for Outside Directors and Chairmen and the cash compensation target percentage at the Annual Board Meeting and revise them if the board considers such revision desirable. The board may revise the annual compensation targets of Outside Directors or Chairmen or the cash compensation target percentage at any time in its sole discretion.

2.2Compensation Targets. Until otherwise determined by the board pursuant to Section 2.1 above, the annual compensation target for an Outside Director shall be $120,000 and the annual compensation target for a Chairman shall be 125% of the annual compensation target for an Outside Director. The cash compensation target percentage for both Outside Directors and Chairmen is set at 50% of the applicable annual compensation target.

3. Calculation and Payment of Compensation

3.1 Calculation and Payment of Cash Compensation.

(a)Standard Calculation. Annual cash compensation for Outside Directors and Chairmen shall be set by taking the annual compensation target, multiplying by the cash compensation target percentage, and then rounding to the next highest thousand dollar increment.

(b)Special Calculation. In the event the Annual Board Meeting is scheduled later than October 1 in any year, then, in light of the inability to calculate the next year’s annual equity compensation target percentage as contemplated hereunder until such Annual Meeting is held, effective on October 1 of that year, the equity compensation target percentage for both Outside Directors and Chairmen shall be shall be reduced to 0% and the cash compensation target percentage for both Outside Directors and Chairmen shall be increased to 100%, each until the occurrence of such Annual Board Meeting.

(c)Payment. Cash compensation shall be paid to Outside Directors and Chairmen on a calendar quarter basis. The Company’s Chief Financial Officer is authorized to adjust cash compensation paid for days served (in the case of individuals joining or leaving the board, or assuming or leaving a chairmanship), or for rates which vary in any particular quarter.

3.2 Calculation and Payment of Equity Compensation.

(a)Type of Equity Compensation; When Granted; How Valued. Equity compensation may take the form of stock options, restricted stock, or other equity based units at the discretion of the board, and within limits imposed by applicable regulations, and shareholder authorization. Unless the board in its sole discretion determines otherwise, the same form of equity compensation used in the compensation plans of executive officers shall be used for compensation of Outside Directors and Chairmen. Annual equity compensation for Outside Directors and Chairmen shall be granted by board action at the Annual Board Meeting. Valuation of such equity compensation shall be performed using the closing price of the Company’s stock on the day of the Annual Board Meeting, or, if the Annual Board Meeting is held on a day on which the Company’s stock is not traded, using the closing price on the last day on which the Company’s stock traded preceding the day of the Annual Board Meeting. Valuation of equity units shall be made using methodologies comparable to those utilized by the Company for calculating stock compensation for financial reporting purposes.

(b)Calculation of Equity Compensation. Equity compensation for Outside Director or Chairmen shall be calculated by multiplying the applicable annual compensation target by the reciprocal of the cash compensation target percentage. The resulting dollar amount shall then be divided by the value calculated for an equity based unit. The resulting number of units shall then be rounded up to the next even hundred units. Let us consider an example for an Outside Director: assume the form of equity compensation to be used is a stock option, that the Company’s shares are trading at $20, and that the application of the standard valuation formula yields a value of $9 per stock option. Taking the reciprocal of the target cash compensation percentage, that is, 50%, and multiplying the annual target by this amount, yields a value of $60,000. Dividing by the unit value yields 60,000 ÷ 9 = 6,666.67. Rounding up results in an option on 6,700 shares of the Company’s stock.

(c)Terms of Equity Compensation. Units of equity compensation for Outside Directors or Chairmen shall vest over one year in equal monthly installments.

3.3 Compensation for New Board Members.

(a)Special Equity Grant. Outside Directors or Chairmen who join the Company’s board (whether at the time of the Annual Board Meeting or another time) may receive, at the discretion of the board, a one-time grant of equity units greater than that made to directors at the most recent Annual Board Meeting.

(b)Cash Compensation. Outside Directors or Chairmen who join the Company’s board at a time other than the Annual Board Meeting shall have their cash compensation set at the same level as that currently being paid to serving Outside Directors or Chairmen.

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