Marvell Technology Group Ltd. struck a deal Wednesday with activist investor Starboard Value LP, agreeing to add Starboard-backed directors to its board and becoming the latest company to concede board seats to fend off a proxy fight.

Under the terms of the agreement, Marvell will name Peter Feld, a managing member at Starboard, Richard Hill and Oleg Khaykin to its board. Starboard will designate an additional independent director to be added to the Marvell board "as soon as practical" and subject to "the reasonable approval of the board," Marvell said.

The company also will add Robert Switz, chairman at Micron Technology Inc., as part of its board shakeup.

In turn, Starboard has agreed to certain standstill and voting commitments.

Marvell's deal marks the latest in a string of companies opting to prevent proxy battles by relinquishing board seats. On Wednesday, Yahoo Inc. said it would add four directors to its board, resolving a battle with Starboard that had put increasing pressure on CEO Marisa Mayer to turn around or sell the beleaguered company.

Last month, Autodesk Inc. named three new directors to its board, settling with investors Sachem Head and Eminence Capital. Earlier this year, billionaire investors Carl Icahn and John Paulson dropped their public fight with American International Group Inc., agreeing to stand down for a year in exchange for two board seats. Mr. Icahn made a similar deal with Cheniere Energy Inc. last year when the company agreed to name two board members he had proposed.

Starboard in February took a 6.7% stake in the chip maker, jumping in after Marvell's stock had tumbled on news that it was conducting an internal review into its accounting. Starboard had said it saw room from Marvell to improve its margins and make other improvements.

"We are pleased to have reached this agreement with Starboard and look forward to working constructively together as Marvell moves forward," Arturo Krueger, Marvell's lead independent director, said Wednesday.

Mr. Feld said Starboard was similarly pleased to have reached the deal. "We believe there is a significant opportunity to regain and solidify Marvell's position as a leader in storage, networking, connectivity, and multimedia solutions," he said, highlighting the other new directors' experience in the semiconductor industry.

Marvell, based in Bermuda but run from Santa Clara, Calif., makes semiconductors that are used primarily in storage devices and for networking. After announcing the internal probe in September, the company disclosed in December that two government agencies were investigating its accounting and other issues. Last month, the company's board fired the husband-and-wife management team that founded and led the chip maker for two decades, following its determination that Chief Executive Sehat Sutardja and President Weili Dai had pressured sales and finance personnel to meet revenue targets.

On Wednesday, the company said it had launched a search for a new CEO.

Shares in the company, down 28% over the past 12 months, added 1.4% in early trading.

Write to Lisa Beilfuss at lisa.beilfuss@wsj.com

 

(END) Dow Jones Newswires

April 27, 2016 10:45 ET (14:45 GMT)

Copyright (c) 2016 Dow Jones & Company, Inc.
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