Current Report Filing (8-k)
July 01 2019 - 04:37PM
Edgar (US Regulatory)
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): June 28, 2019
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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000-30877
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77-0481679
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441)
296-6395
(Registrants telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares
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MRVL
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The Nasdaq Stock Market, LLC
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Companys Annual General Meeting of Shareholders held on June 28, 2019, shareholders voted on the matters set forth below. Each issued common
share was entitled to one vote on each of the proposals voted on at the meeting.
1.
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The nominees for election to the Board were elected, each for a
one-year
term until the 2020 annual general meeting of shareholders, based upon the following votes:
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For
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Against
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Abstain
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Broker Non-
Votes
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William Tudor Brown
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570,531,874
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1,845,162
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652,711
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48,650,723
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Brad Buss
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570,661,865
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1,716,498
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651,384
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48,650,723
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Edward Frank
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570,596,049
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1,696,067
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737,692
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48,650,723
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Richard S. Hill
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441,849,736
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129,256,489
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1,923,522
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48,650,723
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Oleg Khaykin
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388,289,857
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184,089,513
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650,377
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48,650,723
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Bethany Mayer
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570,595,531
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1,789,996
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644,221
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48,650,723
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Donna Morris
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566,466,492
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5,918,516
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644,739
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48,650,723
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Matthew J. Murphy
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570,576,573
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1,813,721
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639,453
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48,650,723
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Michael Strachan
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570,511,108
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1,869,851
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648,788
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48,650,723
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Robert E. Switz
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570,061,489
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2,315,721
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652,537
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48,650,723
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With respect to the election of each director, an abstain vote had the same effect as an against vote.
2.
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The proposal to approve, on an advisory and
non-binding
basis, the
compensation of the Companys named executive officers, was approved based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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547,560,057
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24,643,051
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826,640
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48,650,723
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3.
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The proposal to appoint Deloitte & Touche LLP as the Companys auditors and independent
registered public accounting firm, and authorization of the audit committee, acting on behalf of the Companys board of directors, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for the
fiscal year ending February 1, 2020, was approved based upon the following votes:
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For
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Against
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Abstain
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619,549,669
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1,407,374
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723,427
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On July 1, 2019, the Company announced that its Board of Directors had declared the payment of its quarterly dividend of $0.06 per share to be paid on
July 31, 2019 to all shareholders of record as of July 12, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The payment of future quarterly cash dividends is subject to, among
other things, the best interests of the Company and its shareholders, its results of operations, cash balances and future cash requirements, financial condition, statutory requirements of Bermuda law, and other factors that the Board of Directors
may deem relevant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: July 1, 2019
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MARVELL TECHNOLOGY GROUP LTD.
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By:
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/s/ Mitch Gaynor
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Mitchell Gaynor
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Chief Administration and Legal Officer
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