ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS for Dolby

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DLB » Topics » ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This excerpt taken from the DLB 10-Q filed Apr 30, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our 2009 Annual Meeting of Stockholders (the “Annual Meeting”) on February 10, 2009 at our executive offices located at 100 Potrero Avenue, San Francisco, CA 94103-4813. At the Annual Meeting, our stockholders:

Elected six directors to serve until the 2010 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

Approved the amendment and restatement of our Bylaws to change the procedures relating to special meetings of stockholders and stockholder advance notice of director nominations and proposals; and

Ratified the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending September 25, 2009.

Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes, on all matters submitted to a vote of stockholders, unless otherwise required by law. The Class A common stock and Class B common stock vote together as a single class. At the Annual Meeting, the holders of Class A common stock and Class B common stock voted as follows:

Election of Directors


Directors	Votes For	Votes Withheld
Ray Dolby	651,143,936	578,683
Peter Gotcher	651,442,229	280,320
Ted Hall	651,444,762	277,857
Bill Jasper	651,489,494	233,125
Sanford Robertson	651,443,184	279,435
Roger Siboni	651,460,326	262,293

Amendment and Restatement of our Bylaws to change the procedures relating to special meetings of stockholders and stockholder advance notice of director nominations and proposals;


Votes For:		646,779,218
Votes Against:		4,828,397
Abstentions:		115,004

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending September 25, 2009.


Votes For:		651,467,415
Votes Against:		219,749
Abstentions:		35,455

This excerpt taken from the DLB 10-Q filed May 1, 2008.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our 2008 Annual Meeting of Stockholders (the “Annual Meeting”) on February 5, 2008 at our executive offices located at 100 Potrero Avenue, San Francisco, CA 94103–4813. At the Annual Meeting, our stockholders:

Elected six directors to serve until the 2009 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

Approved the amendment and restatement of our 2005 Stock Plan to increase the number of authorized shares of Class A Common stock issuable thereunder by 6,000,000 shares; and

Ratified the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending September 26, 2008.

Election of Directors


Directors	Votes For	Votes Withheld
Ray Dolby	650,468,905	1,162,723
Bill Jasper	651,492,704	138,924
Peter Gotcher	651,469,194	162,434
Ted Hall	651,466,975	164,653
Sanford Robertson	651,472,932	158,696
Roger Siboni	651,471,857	159,771

Amendment and Restatement of our 2005 Stock Plan to increase the number of authorized shares of Class A Common stock issuable thereunder by 6,000,000 shares;


Votes For:		625,480,138
Votes Against:		19,034,166


Abstentions:		1,381,053
Broker Non-Votes:		5,736,271

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending September 26, 2008.


Votes For:		651,476,939
Votes Against:		119,484
Abstentions:		35,205

This excerpt taken from the DLB 10-Q filed May 4, 2006.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our 2006 Annual Meeting of Stockholders (the “Annual Meeting”) on February 14, 2006 at our executive offices located at 100 Potrero Avenue, San Francisco, CA 94103–4813. At the Annual Meeting, our stockholders:

Elected five directors to serve until the 2007 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

Approved the amendment and restatement of our 2005 Stock Plan to permit certain future awards under the plan to qualify as performance–based compensation under Section 162(m) of the Internal Revenue Code and to permit the granting of performance cash bonus awards under the plan; and

Ratified the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending September 29, 2006.

Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes, on all matters submitted to a vote of stockholders, unless otherwise required by law. The Class A Common Stock and Class B Common Stock vote together as a single class. At the Annual Meeting, the holders of Class A common stock and Class B common stock voted as follows:

Election of Directors


Directors	Votes For	Votes Withheld
Ray Dolby	725,167,792	210,587
Bill Jasper	725,169,975	208,404
Peter Gotcher	725,249,489	128,890
Sanford Robertson	723,087,528	2,290,851
Roger Siboni	725,240,699	137,680

Amendment and restatement of our 2005 Stock Plan to permit certain future awards under the plan to qualify as performance–based compensation under Section 162(m) of the Internal Revenue Code and to permit the granting of performance cash bonus awards under the plan.


Votes For:		716,034,766
Votes Against:		1,587,592
Abstentions:		453,063
Broker Non-Votes:		7,302,958

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for our fiscal year ending September 29, 2006.


Votes For:		725,077,539
Votes Against:		45,456
Abstentions:		255,384

EXCERPTS ON THIS PAGE:

10-Q	Apr 30, 2009

10-Q	May 1, 2008

10-Q	May 4, 2006

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