Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Approval of 2019 Dolby Executive Bonus Plan
On November 12, 2018, the Compensation Committee (the Committee) of the Board of Directors of Dolby Laboratories, Inc. (the
Company) adopted an executive cash bonus plan for fiscal 2019, entitled the 2019 Dolby Executive Bonus Plan (the Executive Plan). A copy of the Executive Plan is filed with this report as Exhibit 99.1 and is incorporated
herein by reference.
Only Company executive officers and other officers of the Company who are selected by the Committee are eligible to
receive bonuses pursuant to the Executive Plan. Individual target bonuses are based on a percentage of each executive officers base salary. For fiscal 2019, the Committee set the following target bonuses for the Companys named executive
officers, currently consisting of Kevin Yeaman, President and Chief Executive Officer; Lewis Chew, Executive Vice President and Chief Financial Officer; Andy Sherman, Executive Vice President, General Counsel and Secretary; and Steven Forshay,
Senior Vice President, Advanced Technology Group:
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Chief Executive Officer
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100% of his base salary
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Each other named executive officer
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65% of his respective base salary
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The actual bonus amount payable to the Companys 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 the Company meets the
non-GAAP
operating income and revenue goals during
fiscal 2019 that are set by the Committee. The actual bonus amount may be less than, or exceed, the Chief Executive Officers target bonus, depending on the extent to which the Company meets the
non-GAAP
operating income and revenue goals during fiscal 2019. In addition, the Committee, in its sole discretion, may reduce (but not increase), 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 Company meets the
non-GAAP
operating income and revenue goals and (ii) such other
criteria as the Committee, with input from the Chief Executive Officer, in the Committees 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 officers target bonus. In addition, the Chief Executive Officer may recommend increases or decreases of up to 25% of each executive
officers calculated award payout amount, for the Committee to consider in determining the final bonus amount payable.
Executive
Plan funding is capped at 200% of target funding. If Executive Plan funding equals or exceeds 150% of target funding and the payout to any participating executive officer exceeds 125% of such executive officers target bonus payout, then 125%
of such executive officers target bonus payout will be paid in cash and any amount in excess of 125% of such executive officers target bonus payout will be satisfied by the grant of restricted stock units. The number of restricted stock
units that will be granted to each participating executive officer will be determined by dividing the excess cash amount for each such executive officer by the closing price of a share of Company Class A common stock on the bonus payment date
(rounding down to the nearest whole share). One hundred percent of the shares subject to the restricted stock units will vest on the one year anniversary of the date of grant. The restricted stock units will be subject to the Companys standard
form of restricted stock unit agreement.
No actual bonus payment to any executive officer may exceed any limitations set forth in the
Dolby Laboratories, Inc. 2005 Stock Plan. An executive officer may only be paid a bonus under the Executive Plan if the Committee has certified that the applicable
non-GAAP
operating income and revenue goals
have been met.