| Item 2.02 | Results of Operations and Financial Condition. |
The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 16, 2023, Dolby Laboratories, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter and fiscal year ended September 29, 2023. The full text of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of 2024 Dolby Executive Bonus Plan
On November 14, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of the Company adopted an executive cash bonus plan for fiscal 2024, titled the 2024 Dolby Executive Bonus Plan (the “2024 Executive Plan”). A copy of the 2024 Executive Plan is filed with this report as Exhibit 99.2 and is incorporated herein by reference.
Only Company executive officers and certain other officers of the Company who are selected by the Committee are eligible to receive bonuses pursuant to the 2024 Executive Plan. Individual target bonuses are based on a percentage of each executive officer’s base salary. For fiscal 2024, the Committee set the following target bonuses for the Company’s named executive officers, currently consisting of Kevin Yeaman, President and Chief Executive Officer; Andy Sherman, Executive Vice President, General Counsel and Corporate Secretary; Robert Park, Senior Vice President and Chief Financial Officer; John Couling, Senior Vice President, Entertainment; and Shriram Revankar, Senior Vice President, Advanced Technology Group:
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Chief Executive Officer: | | 100% of his calendar base salary |
Each other such officer: | | 65% of each of their respective base salary |
The actual bonus amount payable to the Company’s Chief Executive Officer will be determined by multiplying his base salary by his target bonus percentage, and then adjusting such target bonus amount based on the extent to which certain goals for non-GAAP operating income, revenue and/or other metrics are achieved, as determined by the Committee. The actual bonus amount may be less than, or exceed, the Chief Executive Officer’s target bonus, depending on the extent to which the Company meets such goals during the applicable performance period, as determined by the Committee. In addition, the Committee, in its sole discretion, may adjust the amount otherwise payable to the Chief Executive Officer as determined in accordance with the foregoing formula.
The actual bonuses for all other participating named executive officers will be determined by multiplying base salary by the applicable target bonus percentage, and then adjusting such target bonus amount based on (i) the extent to which the non-GAAP operating income, revenue and/or other goals are achieved, and (ii) such other criteria as the Committee, with input from the Chief Executive Officer, in the Committee’s sole and absolute discretion, determines are appropriate to calculate and determine such final bonus amount for any such executive officer. As a result, the actual bonus amount paid to any such executive officer may be less than, or exceed, the executive officer’s target bonus. In addition, the Chief Executive Officer may recommend increases or decreases of up to 25% of each such executive officer’s calculated award payout amount, for the Committee to consider in determining the final bonus amount payable.
2024 Executive Plan funding is capped at 150% of target funding.
No actual bonus payment to any named executive officer may exceed any applicable limitations set forth in the Dolby Laboratories, Inc. 2020 Stock Plan, under which the 2024 Executive Plan was established.
Declaration of Dividend
On November 16, 2023, the Company announced a cash dividend of $0.30 per share of Class A and Class B Common Stock, payable on December 5, 2023 to stockholders of record as of the close of business on November 28, 2023.
