Dolby Laboratories, Inc.

1275 Market Street

San Francisco, California 94103

(415) 558-0200

December 22, 2023

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders of Dolby Laboratories, Inc. The Annual Meeting will be held virtually via live webcast on Tuesday, February 6, 2024, at 10:30 a.m. Pacific Standard Time. Stockholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/MH6Q6ND. Please see "Additional Meeting Matters-Attendingthe

Virtual Annual Meeting" in the Proxy Statement accompanying this letter for information on how to attend, submit questions and vote at the Annual Meeting.

We are making available to you the accompanying Notice of Annual Meeting, Proxy Statement and form of proxy card or voting instruction form on or about December 22, 2023.

We are pleased to furnish proxy materials to stockholders primarily over the internet. We believe that this process expedites stockholders' receipt of proxy materials, lowers the costs of our Annual Meeting, and conserves natural resources. On or about December 22, 2023, we mailed to our stockholders a notice that includes instructions on how to access our Proxy Statement and 2023 Annual Report and how to vote online. The notice also includes instructions on how you can receive a paper copy of your Annual Meeting materials, including the Notice of Annual Meeting, Proxy Statement and proxy card or voting instruction form. If you elected to receive your Annual Meeting materials by mail, the Notice of Annual Meeting, Proxy Statement and proxy card or voting instruction form were enclosed. If you elected to receive your Annual Meeting materials via e-mail, the e-mail contains voting instructions and links to the 2023 Annual Report and the Proxy Statement, both of which are available at https://investor.dolby.com/financials/annual-reports/default.aspx.

Additional details regarding admission to and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Annual Meeting and Proxy Statement. A copy of our 2023 Annual Report is included with the Proxy Statement for those stockholders who are receiving paper copies of the proxy materials.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy card or voting instruction form. Please review the instructions on the proxy card or voting instruction form regarding each of these voting options. Voting will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting.

Thank you for your ongoing support of Dolby Laboratories, Inc.

Sincerely yours,

Kevin Yeaman

President, Chief Executive Officer and Director

Dolby Laboratories, Inc.

Notice of Annual Meeting of Stockholders

to be held on February 6, 2024

To the Stockholders of Dolby Laboratories, Inc.:

The Annual Meeting of Stockholders of Dolby Laboratories, Inc., a Delaware corporation, will be held virtually via live webcast on Tuesday, February 6, 2024, at 10:30 a.m. Pacific Standard Time, for the following purposes:

  1. To elect eight directors to serve until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
  2. To hold an advisory vote to approve Named Executive Officer compensation;
  3. To amend our advance notice procedures and make other conforming changes to our Amended and Restated Bylaws (our "Bylaws");
  4. To amend our Bylaws to add a forum selection provision;
  5. To ratify the appointment of KPMG LLP as Dolby's independent registered public accounting firm for the fiscal year ending September 27, 2024; and
  6. To transact such other business as may properly come before the Annual Meeting and any postponement, adjournment or continuation of the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice. We are not aware of any other business to come before the Annual Meeting.

Only stockholders of record as of the close of business on December 8, 2023 and their proxies are entitled to notice of and to vote at the Annual Meeting and any postponement, adjournment or continuation thereof.

All stockholders are invited to attend the Annual Meeting virtually and no stockholder will be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/MH6Q6ND. Please see "Additional

Meeting Matters-Attending the Virtual Annual Meeting" in the Proxy Statement accompanying this letter for information on how to attend, submit questions and vote at the Annual Meeting.

Stockholders may also vote over the internet, by telephone, or by mail in advance of the Annual Meeting. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy, or voting your shares at the Annual Meeting. See "Additional Meeting Matters-How to Vote" in the Proxy Statement accompanying this Notice for more information.

By Order of the Board of Directors,

Andy Sherman

Corporate Secretary

December 22, 2023

Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement accompanying this Notice and submit your proxy or voting instructions as promptly as possible in order to ensure your representation at the Annual Meeting. You may submit your proxy or voting instructions for the Annual Meeting by completing, signing, dating and returning your proxy card or voting instruction form in the pre-addressed envelope provided (if applicable), or, in most cases, by using the telephone or the internet. Even if you have given your proxy, you may still vote at the meeting if you attend the Annual Meeting. For specific instructions on how to vote your shares, please refer to "Additional Meeting Matters-How to Vote" in the Proxy Statement accompanying this Notice and the instructions on the proxy card or voting instruction form.

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TABLE OF CONTENTS

Page

Proxy Statement Summary

1

Internet Availability of Proxy Materials

6

Proposal 1 - Election of Directors

7

Compensation of Directors

12

Corporate Governance Matters

16

Security Ownership of Certain Beneficial Owners and Management

23

Certain Relationships and Related Transactions

28

Executive Officers

32

Compensation Discussion and Analysis

34

Report of the Compensation Committee of the Board of Directors

52

Executive Compensation Tables and Related Matters

53

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

69

Proposal 3 - Amendment of Bylaws Advance Notice Procedures and Other Conforming Changes

70

Proposal 4 - Amendment of Bylaws to Add Forum Selection Provision

73

Report of the Audit Committee of the Board of Directors

75

Proposal 5 - Ratification of Independent Registered Public Accounting Firm

76

Additional Meeting Matters

78

Delinquent Section 16(a) Reports

83

2023 Annual Report

84

Appendix A - Reconciliation of Non-GAAP to GAAP Financial Measures

A-1

Appendix B - Proposed Amended Bylaws Sections 2.10, 2.14 and 10.4

B-1

Appendix C - Proposed Additional Bylaws Section 10.5

C-1

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PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting as this summary does not contain all the information that you should consider.

2024 Annual Meeting of Stockholders

The Annual Meeting will be held virtually via live webcast. Stockholders will not be able to attend the Annual Meeting in person.

Date and Time: Tuesday, February 6, 2024 at 10:30 a.m. Pacific Standard Time

Place:

Live webcast accessible at www.meetnow.global/MH6Q6ND. Please see "Attending the

Virtual Annual Meeting" beginning on page 79 for information on how to attend, submit

questions and vote at the Annual Meeting.

Record Date:

December 8, 2023

Proposals to Be Voted on at 2024 Annual Meeting

Page Number for

Board

Additional

Proposal

Recommendation

Information

1.

Election of Directors

FOR

7

2.

Advisory Vote to Approve Named Executive Officer Compensation

FOR

69

3.

Amendment of Bylaws Advance Notice Procedures and Other Conforming

Changes . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FOR

70

4.

Amendment of Bylaws to Add Forum Selection Provision

FOR

73

5.

Ratification of Appointment of Independent Registered Public Accounting

Firm

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

FOR

76

Director Nominees

The nominees for election to our Board at the 2024 Annual Meeting are listed below, along with their current committee assignments and certain biographical information about them as of December 8, 2023, the record date for the Annual Meeting. Micheline Chau, who has served on our Board since 2013, will retire from our Board when her current term expires on the date of the Annual Meeting and therefore is not standing for reelection. We wish to thank Ms. Chau for her decade of service and contributions to the company and its stockholders, and we wish her well in her retirement. The Board will appoint an additional member to serve on the Audit Committee effective on the date of the Annual Meeting.

Committee Memberships

Name

Age

Director Since

Principal Occupation

Indep. AC CC NGC SPC TSC

Kevin Yeaman

57

2009

President and CEO

No

Peter Gotcher

64

2003

Chair of the Board

Yes

David Dolby

46

2011

Chief Executive Officer,

No

Dolby Family Ventures

Tony Prophet

64

2021

Director

Yes

Emily Rollins

53

2021

Director

Yes

Simon Segars

56

2015

Director

Yes

Anjali Sud

40

2019

CEO, Tubi, Inc.

Yes

Avadis Tevanian, Jr

62

2009

Managing Director,

Yes

NextEquity Partners

1

AC = Audit Committee, CC = Compensation Committee, NGC = Nominating and Governance Committee, SPC = Stock Plan Committee, TSC = Technology Strategy Committee

= Chair

= Member

Fiscal 2023 Financial Highlights

Fiscal 2023 was another successful year for Dolby, despite headwinds due to the challenging macroeconomic environment. Our key financial highlights for fiscal 2023 and a comparison to fiscal 2022 were as follows:

Fiscal 2023

Fiscal 2022

Percentage Change

Total Revenue

$1.30 billion

$1.25 billion

4.0%

Net Income

$200.7 million

$184.1 million

9.0%

Diluted Earnings Per Share

$2.05

$1.81

13.3%

Non-GAAP Net Income(1)

$348.0 million

$319.9 million

8.8%

Non-GAAP Diluted Earnings Per Share(1)

$3.56

$3.14

13.4%

Stock Price Per Share (High and Low)

$91.02 / $61.55

$96.85 / $65.04

-

Stock Price Per Share as of Fiscal Year-End

$79.26

$65.15

21.7%

  1. A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this Proxy Statement.
    Return of Capital to Stockholders

$149.3

Million

Stock

Repurchases

$252.7 Million

Returned to

Stockholders

$103.4 Million

Dividends

In addition, in November 2023, we announced an 11% increase in our dividend, from $0.27 to $0.30 per share.

Named Executive Officers

Our named executive officers (our "NEOs") for fiscal 2023 were:

  • Kevin Yeaman, our President and Chief Executive Officer;
  • Robert Park, our Senior Vice President and Chief Financial Officer;
  • Andy Sherman, our Executive Vice President, General Counsel, and Corporate Secretary;
  • John Couling, our Senior Vice President, Entertainment; and
  • Todd Pendleton, our Senior Vice President and Chief Marketing Officer.

2

Principal Elements of Executive Compensation and Fiscal 2023 Executive Compensation Highlights

CEO

Fiscal 2023 Target Total Direct Compensation Opportunity

Other NEOs

Fiscal 2023 Target Total Direct Compensation Opportunity

(Average)

10%

10%

80%

Base Salary

Annual Incentive Compensation Target (Cash)

Long-Term Incentive

Compensation

(Performance-Based Stock

Units, Stock Options,

Restricted Stock Units)

Base Salary

16%

Annual Incentive Compensation Target (Cash)

10%

Long-Term Incentive

74%Compensation

(Performance-Based Stock

Units, Stock Options,

Restricted Stock Units)

Element of Compensation

Fiscal 2023 Highlights

Base Salary

• For calendar 2023, the Compensation Committee of our Board

increased the base salary for each of our NEOs by approximately 3%,

consistent with the merit-based increases for our general U.S.

workforce, which were based on competitive market data for

technology companies.

Annual Incentive Compensation

• NEO annual incentive compensation targets-stated as a

(Cash)

percentage of base salary for calendar 2023-were maintained at

fiscal 2022 levels (100% for our CEO and 65% for each of our

other NEOs).

• Annual incentive compensation payments for our NEOs under our

fiscal 2023 Executive Bonus Plan were based on a multiplier keyed

to our achievement of a combination of non-GAAP operating

income and revenue goals. For purposes of the 2023 Executive

Bonus Plan, we achieved adjusted non-GAAP operating income of

$378.4 million against a "gate" (below which there would be no

funding) of $292.5 million and non-GAAP revenue of $1,280.7

million against a threshold requirement of $1,156.5 million and a

target of $1,285.0 million, resulting in a multiplier of 98%. Based

on these results, our NEOs received annual incentive compensation

payments equal to 98% of their annual incentive compensation

targets.

• A reconciliation of our non-GAAP to GAAP financial results is set

forth in Appendix A to this Proxy Statement.

3

Element of Compensation

Fiscal 2023 Highlights

Long-Term Incentive Compensation

• The equity mix for the long-term incentive compensation granted to

(Performance Stock Unit Awards,

our NEOs in fiscal 2023 was as follows:

Stock Options and Restricted Stock

Fiscal 2023 Equity Award Portfolio Approach

Unit Awards)

(Based on Aggregate Grant Date Fair Value Granted to NEOs)

Restricted Stock Units

Stock Options

26%

Performance-Based

49%

Stock Units

25%

• The realization of the long-term incentive compensation granted to our NEOs is conditioned upon the satisfaction of multi-year vesting requirements and, in the case of performance stock unit awards, the achievement of pre-established performance conditions.

Performance Stock Unit Awards

A portion of the long-term incentive compensation granted to our NEOs for fiscal 2023 was in the form of performance stock unit awards. The shares of our Class A Common Stock subject to performance stock unit awards may be earned contingent on our achievement of annualized relative total stockholder return levels for Dolby over a three-year performance period, measured against a comparator index, the S&P Midcap 400 Index (^MID). From 0% to 200% of the target number of shares subject to the performance stock unit awards may be earned, depending on our level of achievement of these performance conditions. The Compensation Committee believes that granting a portion of long-term incentive compensation in the form of equity that is earned only upon the achievement of pre-established performance conditions further aligns the interests of our NEOs with those of our stockholders.

Executive Stock Ownership Guidelines

Based on our belief that stock ownership further aligns the interests of senior management with those of our stockholders, our executive officers, including our NEOs, are subject to our executive stock ownership guidelines, which provide that:

  • Our CEO is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of five times his annual base salary; and
  • Each other NEO is expected to accumulate and hold an amount of qualifying Dolby equity securities equal to the value of two times his or her annual base salary.

As of the end of fiscal 2023, all of our NEOs were in compliance with our executive stock ownership guidelines.

4

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Disclaimer

Dolby Laboratories Inc. published this content on 20 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 December 2023 10:13:34 UTC.