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)

 

 

 

Bermuda   000-30877   77-0481679

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(Address of principal executive offices)

(441) 296-6395

(Registrant’s 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):

 

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

Common Shares   MRVL   The Nasdaq Stock Market, LLC

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

Submission of Matters to a Vote of Security Holders.

At the Company’s 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.

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:

 

     For      Against      Abstain      Broker Non-
Votes
 

William Tudor Brown

     570,531,874        1,845,162        652,711        48,650,723  

Brad Buss

     570,661,865        1,716,498        651,384        48,650,723  

Edward Frank

     570,596,049        1,696,067        737,692        48,650,723  

Richard S. Hill

     441,849,736        129,256,489        1,923,522        48,650,723  

Oleg Khaykin

     388,289,857        184,089,513        650,377        48,650,723  

Bethany Mayer

     570,595,531        1,789,996        644,221        48,650,723  

Donna Morris

     566,466,492        5,918,516        644,739        48,650,723  

Matthew J. Murphy

     570,576,573        1,813,721        639,453        48,650,723  

Michael Strachan

     570,511,108        1,869,851        648,788        48,650,723  

Robert E. Switz

     570,061,489        2,315,721        652,537        48,650,723  

With respect to the election of each director, an “abstain” vote had the same effect as an “against” vote.

 

2.

The proposal to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, was approved based upon the following votes:

 

For

   Against      Abstain      Broker Non-Votes  

547,560,057

     24,643,051        826,640        48,650,723  

 

3.

The proposal to appoint Deloitte & Touche LLP as the Company’s auditors and independent registered public accounting firm, and authorization of the audit committee, acting on behalf of the Company’s 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:

 

For

   Against      Abstain  

619,549,669

     1,407,374        723,427  

 

Item 8.01

Other Events.

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.

 

99.1    Press Release dated July 1, 2019, titled “Marvell Technology Group Ltd. Declares Quarterly Dividend Payment”


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

 

MARVELL TECHNOLOGY GROUP LTD.
By:   /s/ Mitch Gaynor
  Mitchell Gaynor
  Chief Administration and Legal Officer
Marvell Technology (NASDAQ:MRVL)
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