Dolby Laboratories sets FY2027 CEO bonus at 100% salary

Available on EDGAR 11/13/2026 - 05:20 PM EST Accepted by SEC EDGAR 11/13/2026 - 05:19 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

Dolby Laboratories, Inc. (DLB) adopted a fiscal 2027 executive cash bonus plan and approved an executive severance policy. President and Chief Executive Officer Marc Whitten’s fiscal 2027 bonus will be paid at 100% of target, equal to 100% of base salary. Other participating officers’ awards depend on non-GAAP operating income, revenue and other goals, subject to Committee discretion; plan funding is capped at 150% of target.

Eligible named executives are 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). For a Qualified Termination outside the 60-days-before/12-months-after Change in Control window, severance includes 100% of base salary, 100% of target incentive, a prorated performance-based incentive and up to 12 months of COBRA. Within that window, cash terms include 150% of base salary, 150% of target incentive and a prorated target incentive, plus up to 18 months of COBRA. Equity awards may also vest on an accelerated basis; benefits require a timely signed, non-revoked release.

Filing Explained

Other named executives’ bonus targets remain unset; severance-policy equity vesting varies according to whether a qualifying termination occurs within the change-in-control window.

The approved policy makes equity vesting after an eligible executive’s qualifying termination depend on timing: outside the 60 days before or 12 months after a change in control, time-based awards otherwise vesting solely through continued service over the next 12 months accelerate, while performance awards remain tied to actual results and a prorated target-share count.

For a qualifying termination within that window, the policy provides 100% vesting of outstanding time-based awards and 100% of target shares for performance awards, subject to award-agreement exceptions; options assumed or continued after the change in control have 12 months to exercise.

The filing says target bonuses for the other named executive officers have not yet been determined.

The complete bonus plan and severance policy texts will be filed in future SEC filings.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Marc Whitten fiscal 2027 bonus target: 100% of base salary Bonus plan funding cap: 150% of target Severance base salary: 100% of base salary +5 more

8 metrics

Marc Whitten fiscal 2027 bonus target 100% of base salary His fiscal 2027 bonus will be paid at 100% of target.

Bonus plan funding cap 150% of target Maximum funding under the fiscal 2027 executive bonus plan.

Severance base salary 100% of base salary Qualified Termination outside the Change in Control window.

Severance target incentive 100% of target annual incentive compensation Qualified Termination outside the Change in Control window.

COBRA benefits Up to 12 months Qualified Termination outside the Change in Control window.

Change in Control severance base salary 150% of base salary Qualified Termination within the Change in Control window.

Change in Control severance target incentive 150% of target annual incentive compensation Qualified Termination within the Change in Control window; a prorated target incentive is also included.

Change in Control COBRA benefits Up to 18 months Qualified Termination within the Change in Control window.

Key Terms

non-GAAP operating income, COBRA benefits, Qualified Termination, Change in Control, +2 more

6 terms

non-GAAP operating income financial

"non-GAAP operating income, revenue and/or other goals"

Non-GAAP operating income is a measure of a company's profit from its core business activities, calculated by excluding certain expenses or income that are not part of regular operations. It provides a clearer picture of how well the business is performing by focusing on ongoing operations, helping investors compare companies more consistently and make better-informed decisions.

COBRA benefits regulatory

"payment or reimbursement for up to twelve (12) months of COBRA benefits"

Qualified Termination technical

"each, a “Qualified Termination”"

Change in Control technical

"twelve (12) months following, a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

parachute payment regulatory

"would constitute a “parachute payment”"

excise tax regulatory

"would be subject to the applicable excise tax"

An excise tax is a government charge levied on specific goods or activities—often applied per unit or as a percentage of price for items like fuel, tobacco, alcohol, or certain services—similar to a per-item toll added at the point of sale. It matters to investors because excise taxes raise costs for producers and consumers, can shrink profit margins or reduce demand, and therefore may affect a company’s revenues, pricing strategy and valuation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What triggers DLB severance benefits under the new policy?

A Qualified Termination is termination by the Company other than for Cause, death or Disability, or by the executive for Good Reason. Benefits require the executive’s timely execution and non-revocation of a release of claims. The separate Change in Control treatment applies to a termination within 60 days before or 12 months following a Change in Control.

How does DLB’s severance policy handle equity awards?

Outside the Change in Control window, time-based awards that otherwise would have vested solely through service during the following 12 months accelerate, unless the award agreement provides otherwise. Performance awards remain eligible to vest based on actual achievement, with target shares prorated for completed months in the performance period plus 12 months. Within the window, 100% of time-based awards vest, and performance awards vest at 100% of target, subject to award terms.

Who can receive a bonus under DLB’s fiscal 2027 executive bonus plan?

Company executive officers and certain other officers selected by the Compensation Committee are eligible. Marc Whitten’s target is 100% of his base salary, and his fiscal 2027 bonus will be paid at 100% of target. Target bonuses for the other named executive officers have not yet been determined.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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):

November 9, 2026

DOLBY LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32431

90-0199783

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1275 Market Street

San Francisco, CA 94103-1410

(Address of principal executive offices) (Zip Code)

(415) 558-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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):

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value	DLB	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of 2027 Dolby Executive Bonus Plan

On November 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Dolby Laboratories, Inc. (the “Company”) adopted an executive cash bonus plan for fiscal 2027, titled the 2027 Dolby Executive Bonus Plan (the “2027 Executive Plan”).

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 2027 Executive Plan. Individual target bonuses are based on a percentage of each officer’s base salary. In accordance with the employment agreement dated July 10, 2026, between the Company, Dolby Laboratories, Inc., a California corporation, and Marc Whitten, the Company’s President and Chief Executive Officer, Mr. Whitten is eligible for an annual target bonus equal to 100% of his base salary, and his fiscal 2027 bonus will be paid at 100% of target.

The target bonuses for the Company’s other named executive officers have not yet been determined. 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.

Funding under the 2027 Executive Plan is capped at 150% of target.

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 2027 Executive Plan was established.

The foregoing is a summary of the material terms of the 2027 Executive Plan and is qualified in its entirety by reference to the complete text of the 2027 Executive Plan, a copy of which will be filed as an exhibit to the Company’s future filings with the Securities and Exchange Commission.

Approval of Executive Severance Policy

On November 9, 2026, the Committee approved a new Executive Severance Policy (the “Policy”), which provides a standardized approach for the receipt of severance payments and benefits by certain employees of the Company that are designated as participants in the Policy (the “Eligible Executives”). The following named executive officers of the Company are Eligible Executives for purposes of the Policy: 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.

Under the Policy, if the Eligible Executive’s employment is terminated either by the Company other than for Cause, death or Disability, or by the Eligible Executive for Good Reason (as such terms are defined in the Policy and each, a “Qualified Termination”) and such Qualified Termination does not occur within the sixty (60) days prior to, or twelve (12) months following, a Change in Control (as defined in the Policy), then subject to the Eligible Executive’s timely execution and non-revocation of a release of claims with the Company, the Eligible Executive will be eligible to receive the following severance benefits: (i) a lump-sum payment equal to (A) 100% of the Eligible Executive’s base salary, plus (B) 100% of the Eligible Executive’s target annual incentive compensation amount, plus (C) the Eligible Executive’s annual incentive compensation payment based on Company performance

and prorated based on the portion of the fiscal year completed prior to termination; (ii) payment or reimbursement for up to twelve (12) months of COBRA benefits for the Eligible Executive and any eligible dependents under the Company’s health plans; and (iii) accelerated vesting as to (A) any then-outstanding time-based equity awards that otherwise would have vested solely based on continued service for the twelve (12) month period following the termination (unless provided otherwise in the award agreement governing such award), and (B) with respect to equity awards that are or remain subject to performance conditions, the Eligible Executive will remain eligible to vest in such awards based on actual achievement of the applicable performance conditions, but with a prorated number of target shares based on the number of completed months in the performance period plus twelve (12) months.

Further, pursuant to the terms of the Policy, if a Qualified Termination occurs within the sixty (60) days prior to, or twelve (12) months following, a Change in Control, then subject to the Eligible Executive’s timely execution and non-revocation of a release of claims with the Company, the Eligible Executive will be eligible to receive the following severance benefits: (i) a lump-sum payment equal to (A) 150% of the Eligible Executive’s base salary, plus (B) 150% of the Eligible Executive’s target annual incentive compensation amount, plus (C) the Eligible Executive’s target annual incentive compensation amount, prorated based on the portion of the fiscal year completed prior to termination; (ii) payment or reimbursement for up to eighteen (18) months of COBRA benefits for the Eligible Executive and any eligible dependents under the Company’s health plans; and (iii) accelerated vesting as to (A) 100% of any then-outstanding time-based equity awards, with a twelve (12) month period to exercise any stock options or similar equity awards that are assumed or otherwise continue following the Change in Control, and (B) with respect to equity awards that are or remain subject to performance conditions, 100% of the target number of shares subject to such award (unless provided otherwise in the award agreement governing such award).

If any payment or benefit payable to an Eligible Executive would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, and would be subject to the applicable excise tax, then the Eligible Executive’s payments or benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by the Eligible Executive on an after-tax basis of the greatest amount of benefits.

The foregoing is a summary of the material terms of the Policy and is qualified in its entirety by reference to the complete text of the Policy, a copy of which will be filed as an exhibit to the Company’s future filings with the Securities and Exchange Commission.

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.


		DOLBY LABORATORIES, INC.

By:		/s/ ANDY SHERMAN
		Andy Sherman Executive Vice President, General Counsel, and Corporate Secretary

Date: November 13, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents