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DTS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 20, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 15, 2014, Ronald N. Stone, a member of the Board of Directors (the "Board") of DTS, Inc. (the "Company"), resigned from the Board in accordance with the Company's age limit policy, effective immediately prior to the 2014 Annual Meeting of Stockholders. There was no disagreement between Mr. Stone and the Company relative to his resignation.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2014, the Company held its 2014 Annual Meeting of Stockholders. Of the 16,968,350 shares of the Company's common stock outstanding as of the record date, 16,578,125 shares were represented at the meeting. The stockholders considered four proposals at the meeting, each of which is described in more detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2014. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The stockholders elected two Class II directors to hold office until the 2017 Annual Meeting of Stockholders, or until their successors are duly elected and qualified or until their earlier death, resignation or removal, by the following votes:

Broker Name of Directors Elected For Withhold Non-Votes David C. Habiger 13,222,627 2,233,958 1,121,540 Jon E. Kirchner 10,520,672 4,935,913 1,121,540



The following individuals are continuing directors with terms expiring upon the 2015 Annual Meeting of Stockholders: V. Sue Molina.

The following individuals are continuing directors with terms expiring upon the 2016 Annual Meeting of Stockholders: Craig S. Andrews, L. Gregory Ballard, and Bradford D. Duea.

Proposal 2. The stockholders did not approve an amendment to the DTS, Inc. 2012 Equity Incentive Plan, with the votes cast as follows:

Broker For Against Abstain Non-Votes 5,741,410 9,654,051 61,124 1,121,540



Proposal 3. The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers by the following vote:

Broker For Against Abstain Non-Votes 9,567,908 5,694,537 194,140 1,121,540



Proposal 4. The stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accountant for the 2014 fiscal year by the following vote:

For Against Abstain 16,574,180 1,547 2,398



No other items were presented for stockholder approval at the 2014 Annual Meeting of Stockholders.

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