UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MARVELL TECHNOLOGY GROUP LTD.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MARVELL TECHNOLOGY GROUP LTD.

FY17 was a year of significant and positive transformation for Marvell. Our year began in challenging circumstances, facing a potential billion-dollar legal liability, an accounting investigation, resignation of our auditors, substantial declines in revenue and margins, and serious questions about Marvell’s strategic direction. Fortunately, with focus, determination and some tough decisions, Marvell was able to make steady progress throughout the year to put these issues behind us.

Month by month, we resolved our major lawsuit, addressed past accounting issues, and narrowed our strategic focus to our core markets of storage, networking and connectivity. A new management team was assembled and we substantially reconstituted the Board of Directors, all of whom have been nominated for re-election at our 2017 annual general meeting of shareholders. In short, Marvell is once again focused on what every leading tech company should be focusing on — the future.

Since joining Marvell as CEO last July, I’ve been very impressed with this company’s willingness to embrace significant change. This willingness has helped accelerate our transformation, and I’m happy to report we finished the year with a clear and focused mission: to lead the industry in semiconductor solutions that move digital data faster and more reliably than anyone else.

Fiscal 2017 Highlights

Marvell accomplished many important financial, operational and governance objectives during FY17:

Positioned for Growth

As part of our transformation, we refocused our research and development efforts on our core strengths in storage, networking and connectivity. These markets are fueled by broader trends of connected devices and cloud computing, which is driving increasing bandwidth and storage needs. Marvell has an established leadership presence in these markets, and is one of only a few companies well-positioned to capitalize on these trends.

Marvell is the leader in hard-disk and solid-state controllers, which is a key competitive advantage. As demand for storage grows, whether on disks or high performance flash, our technology drives how this data is moved. This is a growing market and, with our product roadmaps and leading technology, we expect to expand our position in the years ahead.

Demand for network bandwidth is also exploding, both inside and outside the Cloud. Marvell has an updated portfolio of Ethernet switches, PHY transceivers and ARM-based processors for the enterprise campus, data center and cloud markets. Our networking business is growing at a double-digit rate, and we are excited about its prospects. We are also investing in automotive Ethernet, an emerging market that will grow steadily with the rise of connected cars and autonomous driving.

Additionally, our wireless business continues to set the performance benchmark for our industry, and we are positioned to grow in enterprise campuses, connected homes and automobiles. As connected devices consume more and more bandwidth, Marvell’s Wi-Fi solutions will continue to provide more users with higher performance and reliability — another competitive advantage in this growing market.

A Foundation Built on Innovation

Marvell has a long history of innovation, and it’s a tradition we continue to build upon every day. With deep system-level knowledge, more than 9,000 patents and a culture that attracts some of the brightest talent in our industry, we are a company that customers have come to rely on as a technology partner that can help them gain a critical edge in the marketplace.

So it’s no surprise we were named to the Clarivate Analytics Top 100 Global Innovators list in FY17. Formerly known as the Thomson Reuters Top 100 Global Innovators, this recognition honors the world’s most innovative organizations based on a rigorous analysis of patent volume, patent-grant success rates, global reach and invention influence. This marked the fifth consecutive year Marvell made the list.

Listening to Our Shareholders — and Delivering Shareholder Value

We believe consistent, transparent communication with our shareholders and other stakeholders is essential to Marvell’s long-term success. As such, your ideas and feedback help influence our corporate governance practices. In fact, shareholder concerns resulted in major changes to our policies and practices this past year. For example, at the 2016 annual meeting, shareholders initiated significant changes to our Bye-laws to ensure greater access to the proxy process and to establish stronger management accountability.

As we continue to grow Marvell, the company is committed to delivering more value to shareholders through dividends, stock repurchases and — over the long-term — by investing in R&D that increases both revenue and profits. We are still in the early stages of unlocking Marvell’s true value, and this remains one of my leadership team’s top priorities.

People and Culture

Finally, you should know that this past year’s transformation would not have been possible without the trust and commitment of Marvell’s extraordinary employees. They have stuck with the company through a great deal of uncertainty and change, maintained a sharp focus on customers, and continued to develop the most innovative products in our industry. I consider it an honor to be a part of this team.

Now, as we accelerate out of our transformation, it’s clear to me and to our Board of Directors that Marvell is gaining new momentum. You can feel it in the hallways, and our customers can sense it too. Looking ahead, I expect FY18 to be a great year for Marvell, for our customers, and for you.

MARVELL TECHNOLOGY GROUP LTD.

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held Onon June 15, 201728, 2019

The 20172019 annual general meeting of shareholders of Marvell Technology Group Ltd., a Bermuda company, is scheduled to be held on Thursday,Friday, June 15, 2017,28, 2019, at 4:3:00 p.m., Pacific Time. The annual general meeting of shareholders (the “annual general meeting”“Annual General Meeting”) will take place at Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, CaliforniaCA 95054.

The purposes of the annual general meetingAnnual General Meeting are:

1. To elect eightthe ten (10) directors named in the accompanying proxy statement who will hold office until the 2018 annual general meetingearlier of shareholders;the 2020 Annual General Meeting or their resignation or removal;

2. To conduct an advisory(non-binding) vote to approve named executive officer compensation;

3. To conductcompensation on an advisory(non-binding) vote on the frequency of shareholder approval of named executive officer compensation; basis; and

4.3. To appoint Deloitte & Touche LLP as our auditors and independent registered public accounting firm and to authorize the audit committee, acting on behalf of our board of directors,Board, to fix the remuneration of the auditors and independent registered public accounting firm, in both casesDeloitte & Touche for our fiscal year ending February 3, 2018.1, 2020.

In addition, shareholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. If any other matters properly come before the annual general meetingAnnual General Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies in their discretion.proxies.

We will also lay before the annual general meeting our audited financial statements for the fiscal year ended January 28, 2017 pursuantPursuant to the provisions of the Companies Act 1981 of Bermuda, as amended, and our Fourth Amended and RestatedBye-laws.Bye-laws, we will also lay before the Annual General Meeting our audited financial statements for the fiscal year ended February 2, 2019.

The foregoing items of business are more fully described in the proxy statement accompanying this notice of annual general meetingAnnual General Meeting.

We have established the close of business, Pacific Time, on April 19, 2017May 3, 2019, as the record date for determining those shareholders entitled to notice of and to vote at the annual general meetingAnnual General Meeting or any adjournment or postponement thereof. Only holders of common shares, par value $0.002 per share, as of the record date are entitled to notice of and to vote at the annual general meetingAnnual General Meeting and any adjournment or postponement thereof. Execution of a proxy will not in any way affect your right to attend the annual general meetingAnnual General Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

Your board of directorsBoard recommends that you vote:FOR the board’sBoard’s nominees for directors;FOR the approval of our named executive officer compensation;EVERY YEAR for the frequency of our “say on pay” advisory vote; andFOR the approval of our auditors and independent registered public accounting firm, and authorizing the audit committee, acting on behalf of our board of directors,Board, to fix the remuneration of the auditors and independent registered public accounting firm, in both casesDeloitte & Touche for our fiscal year ending February 3, 2018.1, 2020.

Your attention is directed to the accompanying proxy statement. Whether or not you plan to attend the annual general meetingAnnual General Meeting in person, it is important that your shares be represented and voted at the annual general meeting.Annual General Meeting.For specific voting instructions, please refer to the information provided in the following proxy statement, together with your proxy card or the voting instructions you receive by mail,e-mail or that are provided via the Internet.

BY ORDER OF THE BOARD OF DIRECTORS

MATTHEW J. MURPHY

Director, President and Chief Executive Officer

Santa Clara, California

May 3, 201716, 2019

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting

The Notice of Meeting, Proxy Statement, Annual Report on Form10-K, Shareholder Letter and Proxy Card

are available at http://www.astproxyportal.com/ast/25269

TABLE OF CONTENTS

MARVELL TECHNOLOGY GROUP LTD.

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

PROXY STATEMENT

FOR

ANNUAL GENERAL MEETING OF SHAREHOLDERS

June 15, 2017JUNE 28, 2019

INTRODUCTION

This proxy statement and the accompanying proxy materials are being furnished in connection with the solicitation by the board of directors (the “Board”) of Marvell Technology Group Ltd., a Bermuda company, of proxies for use at our 2017 annual general meeting of shareholders (referred to herein as the “annual general meeting”“Annual General Meeting” or the “meeting”) scheduled to be held at 4:3:00 p.m., Pacific Time, on Thursday,Friday, June 15, 2017,28, 2019, at Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, CaliforniaCA 95054.

INFORMATION REGARDING THE ANNUAL GENERAL MEETING

General

This proxy statement contains information about the meeting and was prepared by our management at the direction of the board of directors of Marvell Technology Group Ltd.our Board. This proxy statement is being made available on or about May 3, 2017.16, 2019. Our board of directorsBoard supports each action for which your vote is solicited.

Your board of directorsOur Board asks you to appoint Jean Hu and Mitchell Gaynor as your proxy holders to vote your shares at the meeting. You may make this appointment by properly completing the proxy as described below. If appointed by you, your shares represented by a properly completed proxy received by us will be voted at the meeting in the manner specified therein or, if no instructions are marked on the proxy, your shares will be voted as described below. Although management does not know of any other matter to be acted upon at the meeting, unless contrary instructions are given, shares represented by valid proxies will be voted by the persons named on the proxy card in the manner the proxy holders deem appropriate for any other matters that may properly come before the meeting.

We maintain our registered office in Bermuda at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda. Our telephone number in Bermuda is(441) 296-6395.

Record Date and Shares Outstanding

The record date for the annual general meetingAnnual General Meeting has been set as the close of business, Pacific Time, on April 19, 2017May 3, 2019 (“Record Date”). Only shareholders of record as of such date will be entitled to notice of and to vote at the meeting. On the Record Date, there were 501,672,134661,347,729 issued and outstanding common shares, par value $0.002 per share (“common shares” or “shares”). In accordance with our Fourth Amended and RestatedBye-laws, (the“Bye-laws”), each issued and outstanding common share is entitled to one vote on a poll oneach of the proposals to be voted on at the meeting. Shares held as of the Record Date include common shares that are held directly in your name as the shareholder of record and those shares held for you as a beneficial owner through a broker, bank or other nominee.

In this proxy statement, we sometimes refer to our group holding company, Marvell Technology Group Ltd., as “we,” “us,” “our,” the “Company” or “Marvell.” In this proxy statement, we refer to the fiscal year ended January 31, 2015 as fiscal 2015, the fiscal year ended January 30, 2016 as fiscal 2016, the fiscal year ended January 28, 2017 as fiscal 2017, the fiscal year ending February 3, 2018 as fiscal 2018, the fiscal year ending February 2, 2019 as fiscal 2019, and the fiscal year ending February 3, 21081, 2020 as fiscal 2018.2020.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL GENERAL MEETING

Q: Why am I receiving these proxy materials?

A: We have made these materials available to you on the Internet or, upon your request, have delivered printed versions of these materials to you by mail, in connection with our solicitation of proxies for use at the 2017 annual general meeting of shareholders2019 Annual General Meeting to be held at 4:3:00 p.m., Pacific Time on Thursday,Friday, June 15, 2017.28, 2019. These materials were first sent or given to shareholders on or about May 3, 2017.16, 2019. You are invited to attend the annual general meetingAnnual General Meeting and are asked to vote on the proposals described in this proxy statement.

Q: What is included in these proxy materials?

A: These proxy materials include:

If you requested printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the annual general meeting.Annual General Meeting.

Q: What proposals will be considered at the meeting?

A: The specific proposals to be considered and acted upon at the annual general meetingAnnual General Meeting are summarized in the accompanying notice of annual general meeting of shareholdersAnnual General Meeting and include:

If any other matters properly come before the meeting or any adjournment or postponement of the meeting,thereof, the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies in their discretion.proxies.

In addition, in accordance with Section 84 of the Companies Act 1981 of Bermuda, as amended (the “Companies Act”) andBye-law 73 of ourBye-laws, our audited financial statements for the fiscal year ended January 28, 2017February 2, 2019 will be presented at the annual general meeting.Annual General Meeting. These financial statements have been approved by our board of directors.Board. There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the meeting.

Q: How does our board of directorsBoard recommend that I vote on the proposals?

A: At the annual general meeting,Annual General Meeting, our board of directorsBoard recommends our shareholders vote:

2.

FOR the approval, on an advisory andnon-binding basis, of named executive officer compensation, as disclosed in this proxy statement pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures (see Proposal No. 2); and

If any other matters properly come before the annual general meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

Q: Why did I receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of the proxy materials?

A: The SEC has adopted rules to allow companies to post proxy materials to be posted on the Internet and to provide only a Notice of Internet Availability of Proxy Materials to shareholders. We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our shareholders of record and beneficial owners. All shareholders receiving the Notice will have the ability to access the proxy materials over the Internet and request a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis. The Notice also instructs you how to submit your proxy electronically over the Internet or by mail.

Q: How can I get electronic access to the proxy materials?

A: The Notice will provide you with instructions regarding how to:

Our proxy materials are also available on our website at the investor relations page of our website atwww.marvell.com or by going towww.marvellproxy.com. www.marvell.com. None of the materials on our website other than the proxy materials is part of this proxy statement or is incorporated by reference herein.

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual general meetingsAnnual General Meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q: Who can vote?

A: The Record Date for the annual general meetingAnnual General Meeting has been set as the close of business, Pacific Time, on April 19, 2017.May 3, 2019. Only shareholders of record as of such date will be entitled to notice of and to vote at the meeting. On the Record Date, there were 501,672,134661,347,729 common shares outstanding.issued. Each issued share outstanding is entitled to one vote on each of the proposals to be voted on at the meeting. There is no cumulative voting in the election of directors. Shares held as of the Record Date include shares that are held directly in your name as the shareholder of record and those shares held for you as a beneficial owner through a broker, bank or other nominee.

Q: What should I do now to vote?

A: You may vote your shares either by voting in person at the meeting or by submitting a completed proxy via the Internet, telephone or by mail. The meeting will take place on Thursday,Friday, June 15, 2017.28, 2019. After carefully reading and considering the information contained in this proxy statement, please follow the instructions as summarized below, depending on whether you hold shares directly in your name as shareholder of record or you are the beneficial owner of shares held through a broker, bank or other nominee. Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between the procedures for voting shares held of record and those owned beneficially.

Q: If I am a shareholder of record, how do I vote my shares?

A: If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company (our “Transfer Agent”), you are considered the shareholder of record with respect to those shares and the Notice was sent directly to you.

There are four ways to vote:

Please be aware that if you issue a proxy or give voting instructions over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Q: If my shares are held in “street name” by my broker, bank or other nominee, how do I vote my shares?

A: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares held in “street name,” and the Notice will, subject to the terms made between you and the shareholder of record, be forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order toTo vote your shares, you will need to follow the directions your bank or brokerage firm provides you. Many banks and brokerage firms also offer the option of submitting voting instructions over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on a voting instruction form.

If your shares are held in “street name,” you may also vote your shares in person at the annual general meeting.Annual General Meeting. You must bring an account statement or letter from your brokerage firm or bank showing that you are the beneficial owner of the shares as of the Record Date, together with a form of government-issued personal identification, in order to be admitted to the annual general meeting.Annual General Meeting. To be able to vote your shares held in “street name” at the annual general meeting,Annual General Meeting, you will also need to obtain a legal proxy from the shareholder of record.

Q: What happens if I do not cast a vote?

A: Many of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholders of record— If you are a shareholder of record and you do not cast your vote or submit a proxy, no votes will be cast on your behalf on any of the items of business at the annual general meeting.Annual General Meeting. However, if you sign and return the proxy card with no further instructions, the proxy holders will vote your shares in the manner recommended by our board of directorsBoard on all matters presented in this proxy statement and, as the proxy holders, may determine in their discretion with respect to any other matters properly presented for a vote at the annual general meeting.Annual General Meeting. A shareholder may also abstain from voting on any proposal. An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. Pursuant to ourBye-laws, abstention votesabstentions have the same effect as an “against” vote with respect to the election of directors (Proposal No. 1). Abstentions will have no effect on the outcome of the vote for all other proposals.

Beneficial owners— If you hold your shares in “street name,” it is critical that you instruct your broker, bank or other nominee to cast your vote if you want it to count in the election of directors (Proposal No. 1), and approval of named executive officer compensation (Proposal No. 2) and the frequency of the shareholder advisory andnon-binding vote on named executive officer compensation (Proposal No. 3). The term “brokernon-vote” refers to shares held by a broker or other nominee (for the benefit of its client) that are represented at the meeting, but with respect to which such broker, bank or nominee is not instructed to vote on a particular proposal and does not have discretionary authority to vote on that proposal. Brokers, banks and nominees do not have discretionary voting authority onnon-routine matters (including Proposals No. 1 2 and 3)2) and accordingly may not vote on such matters absent instructions from you as the beneficial holder. Thus, if you hold your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote in the election of directors (Proposal No. 1), and with respect to votes related to named executive officer compensation (Proposal No. 2) and the frequency of the shareholder advisory andnon-binding vote on named executive officer compensation (Proposal No. 3), no votes will be cast on your behalf on such matters.

The proposalsproposal at the annual general meetingAnnual General Meeting to appoint Deloitte & Touche as our auditors and independent registered public accounting firm, and authorize the audit committee, acting on behalf of our board of directors,Board, to fix the remuneration of the auditors and independent registered public accounting firm, in both casesDeloitte & Touche for our fiscal year ending February 3, 20181, 2020 (Proposal No. 4)3) is considered a routine matter for which brokerage firms may vote uninstructed shares. It is important to us that you affirmatively vote on all matters, but particularly for the matters in Proposals 1 2 and 32 since they arenon-routine matters as described above.

Q: How are votes counted?

A: Each share held by a shareholder as of the Record Date will beis entitled to one vote. There is no cumulative voting in the election of directors. All votes will be tabulated by the inspector of elections appointed for the meeting, who will count the votes, determine the existence of a quorum and the validity of proxies and ballots, and certify the results of the voting. Voting at the meeting will be taken on a poll in accordance with ourBye-laws.

Q: What if I plan to attend the meeting in person?

A: To help ensure your shares are voted, we recommend that you submit your proxy or voting instruction form anyway.prior to the meeting. If you are a shareholder of record, please bring a form of government-issued personal identification to be admitted to the meeting. If your shares are held in the name of your broker, bank or other nominee and you plan to attend the meeting, you must present proof of your beneficial ownership of those shares as of the Record Date, such as a bank or brokerage account statement or letter, together with a form of government-issued personal identification, to be admitted to the meeting.

Q: How can I change or revoke my proxy after I have submitted it?

A: You may change or revoke your proxy at any time before it is voted at the annual general meetingAnnual General Meeting by (1) delivering to our registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, a written

notice stating that the proxy is revoked, (2) submitting another proxy on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the annual general meetingAnnual General Meeting will be counted), (3) signing and returning a new proxy card with a later date, or (4) attending the annual general meetingAnnual General Meeting and voting in person. If you are a beneficial owner and submitted voting instructions to your broker, bank or other nominee, please refer to the instructions provided by your broker, bank or other nominee on how to change your vote.

Q: What if other matters come up at the meeting?

A: The matters described in this proxy statement are the only matters that we know of that will be voted on at the meeting. If any other matters properly come before the annual general meetingAnnual General Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

Q: What quorum is required for action at the meeting?

A: The presence in person of two or more persons representing in person or by proxy in excess ofmore than 50% of the total issued and outstandingvoting shares of Marvellthe Company throughout the meeting shall constitute a quorum at the meeting. Abstentions and brokernon-votes are counted for the purpose of determining the presence or absence of a quorum for the transaction of business. In the event there are not sufficient shares present for a quorum at the time of the annual general meeting,Annual General Meeting, the meeting will stand adjourned for one week or otherwise as may be determined by our board of directorsBoard in accordance with theBye-laws in order to permit the further solicitation of proxies.

Q: What vote is required to approve each proposal?

A:Proposal No. 1: The nominees for director receiving the affirmative vote of at least a simple majority of the votes cast in person or by proxy at the annual general meetingAnnual General Meeting will be elected as directors to serve until the next annual general meeting of shareholders.Annual General Meeting. Pursuant to ourBye-laws, abstention votes have the same effect as an “against” vote with respect to the election of directors, but brokernon-votes will be entirely excluded from the vote and will have no effect on the outcome of this proposal. If a nominee for director does not receive an affirmative vote of at least a simple majority of the votes cast as set forth above, the nominee will not be elected to the Board, and if the nominee is a current director, his or her term will end immediately following the Annual General Meeting.

Proposal No. 2: Our shareholders will have an advisory(non-binding) vote on named executive officer compensation as described in this proxy statement, which requires the affirmative vote of at least a simple majority of the votes cast in person or by proxy at the annual general meeting in orderAnnual General Meeting to be approved. Abstentions and brokernon-votes will be entirely excluded from the vote and will have no effect on the outcome of this proposal. The vote is advisory and therefore not binding on our board of directors;Board; however, our board of directorsBoard and the executive compensation committee (the “ECC”) will consider the result of the vote when making future decisions regarding our executive compensation policies and practices.

Proposal No. 3:Our shareholders will vote on the frequency of the advisory(non-binding) vote on named executive officer compensation, choosing from among three options: every year, every two years or every three years. The option with the most shareholder votes will be considered by the board of directors when it sets the frequency of the Company’s “say on pay” vote regarding named executive compensation. The Company’s current frequency of “say on pay” votes is every year.

Proposal No. 43: Appointment of Deloitte & Touche as our auditors and independent registered public accounting firm, and authorization of the audit committee, acting on behalf of our board of directors,Board, to fix the remuneration of the auditors and independent registered public accounting firm, in both casesDeloitte & Touche for our fiscal year ending February 3, 2018,1, 2020, requires the affirmative vote of a simple majority of the votes cast in person or by proxy at the annual general meetingAnnual General Meeting in order to be approved. Abstentions will be entirely excluded from the vote and will have no effect on the outcome of this proposal.

Q: What happens if a director nominee does not receive at least a simple majority of the votes cast at the meeting in favor of his or her election?

A: If a nominee for director does not receive an affirmative vote of at least a simple majority of the votes cast as described above, the nominee will not be elected to the board. If the nominee is a current director, his or her term will end immediately following the annual general meeting, in accordance with Bermuda law and ourBye-laws.

Q: What does it mean if I receive more than one noticeNotice ore-mail about the Internet availability of the proxy materials or more than one paper copy of the proxy materials?

A: If you receive more than one Notice, more than onee-mail or more than one paper copy of the proxy materials, it means that you have multiple accounts with your brokers or the Transfer Agent.Please vote all of theseshares. For all of your shares to be voted by proxy, you must complete, sign, date and return each proxy card and voting instruction card that you receive and do so for all shares represented by each Notice ande-mail that you receive (unless you have requested and received a proxy card or voting instruction card for the shares represented by one or more of those notices ore-mails). We encourage you to have all your shares registered in the same name and address. You may do this by contacting your broker or the Transfer Agent.

Q: What is the contact information for our Transfer Agent?

A:Contact information for our Transfer Agent is as follows:

Q: Who is making and paying for this proxy solicitation?

A: This proxy is solicited on behalf of our board of directors.Board. We will pay the cost of distributing this proxy statement and related materials. Our directors, officersmaterials as well as the cost of soliciting proxies. We will also reimburse brokers, banks and other staff membersnominees for their reasonableout-of-pocket expenses for forwarding proxy materials to beneficial owners of shares or other persons for whom they hold shares. To the extent necessary to ensure sufficient representation at the meeting, we may solicit the return of proxies without additional remuneration, in person or by personal interview, mail, telephone, facsimile, Internet or other means of electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned.We urge you to send in your proxy without delay. Banks, brokerage houses and other custodians, nominees or fiduciaries will be asked to forward soliciting material to their principals and to obtain authorization for the execution of proxies, and we will reimburse them for their reasonableout-of-pocket expenses incurred in that regard.delay.

Q: How can I find out the results of the voting at the annual general meeting?Annual General Meeting?

A: Preliminary voting results will be announced at the meeting. Final voting results will be published in oura Current Report onForm 8-K filed with the SEC within four business days of the meeting. If the final voting results are not available within four business days after the meeting, we will provide the preliminary results in theForm 8-K and the final results in an amendment to theForm 8-K within four business days after the final voting results are known to us.

Q: Who should I call if I have questions about the annual general meeting?Annual General Meeting?

A: You should contact the following:

T. Peter AndrewAshish Saran

Vice President, Investor Relations

Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, CA 95054

Phone:(408) 222-0777222-3274

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with Section 84 of the Companies Act andBye-law 73 of theBye-laws, our audited financial statements for the fiscal year ended January 28, 2017February 2, 2019 will be presented at the annual general meeting.Annual General Meeting. These financial statements have been approved by our board of directors.Board. There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the meeting.

PROPOSAL NO. 1:1

ELECTION OF DIRECTORS

Nominees

OurBye-laws provide that our boardBoard shall consist of not less than two directors or such number in excess thereof as our board of directorsBoard may fromtime-to-time determine. The number of directors is currently fixed at eighteleven and there are currently eighteleven members serving on our boardBoard. After discussing with each director their interest in continuing to serve as directors of directors. Thethe Company, the nominating and governance committee (the “N&G Committee”) has recommended, and our board of directorsBoard has nominated, the eightten current members of our board of directorsBoard to stand for election at the annual general meeting. Annual General Meeting. In discussions with the N&G Committee one of our directors, Mr. Syed Ali, expressed his preference to retire from the Board and to continue to serve the Company in an advisory role. As a result of these discussions, the Board decided not to nominate Mr. Ali as a director for fiscal 2020. If the current nominees are elected, we will have ten members serving on our Board and the number of directors will be reduced to ten.

Our director nominees for the 2019 Annual General Meeting are Tudor Brown, Brad Buss, Edward Frank, Richard S. Hill, Oleg Khaykin, Bethany Mayer, Donna Morris, Matthew J. Murphy, Michael Strachan and Robert E. Switz. All of our director nominees are currently directors who were last elected by shareholders at the 2018 Annual General Meeting, other than Messrs. Buss, and Frank. Messrs. Buss, and Frank were each appointed to the Board on July 6, 2018 pursuant to the terms of a merger agreement entered into between the Company, Cavium, Inc., a Delaware corporation (“Cavium”), and Kauai Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of the Company.

All nominees elected as directors will serve one year terms until the next annual general meetingearlier of shareholders.the 2020 Annual General Meeting or their resignation or removal. In the event any new nominees are appointed as directors after this annual general meeting,Annual General Meeting, they will be required to stand for election at the next annual general meetingAnnual General Meeting and each annual general meeting of shareholdersAnnual General Meeting thereafter, if nominated to do so.

Our director nominees for the 2017 annual general meeting are Tudor Brown, Peter A. Feld, Richard S. Hill, Oleg Khaykin, Matthew J. Murphy, Michael Strachan, Robert E. Switz and Dr. Randhir Thakur.

Biographical information for each of the nominees canmay be found immediately following this proposal. We have been advised that each of our nominees is willing to be named as such herein and each of the nominees is willing to serve as a director if elected. However, if one or more of the director nominees should be unable to serve as a director, the proxy holders may vote for a substitute nominee recommended by the nominating and governance committeeN&G Committee and approved by our board of directors.Board or the Board may reduce its size.

Board Recommendation and Required Vote

Our board of directorsBoard recommends that you voteFORthe nominees for director identified above.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented therebyFOR the election of each such nominee. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of a simple majority of votes cast and entitled to vote at the annual general meeting.Annual General Meeting. Abstentions are included in the calculation of votes cast and will have the same effect as an “against” vote with respect to the election of such director. Brokernon-votes will be entirely excluded from the vote and will have no effect on the outcome.

If the proposal for the appointment of a director nominee does not receive the required affirmative vote of a simple majority of the votes cast, then the director will not be appointed and the position on our board of directorsBoard that would have been filled by the director nominee will become vacant. Our board of directors has the ability toBoard can fill the vacancy upon the recommendation of the nominating and governance committee,N&G Committee, in accordance with theBye-laws, with that director subject to election by our shareholders at the next following annual general meeting of shareholders.Annual General Meeting.

DIRECTOR NOMINEES

Richard S. Hill has served as our Chairman of the Board of Directors since May 2016 and2016. Mr. Hill has served as ourthe Interim PrincipalPresident and Chief Executive Officer from July 2016 through September 8, 2016.of Symantec Corp. since May 9, 2019. Mr. Hill has served as a member of the board of directors of Xperi Corporation (formerly known as Tessera Technologies)), a technology and intellectual property licensing firm, since August 2012 and as Chairman of its board since March 2013. Mr. Hill also served as Xperi’s Interim Chief Executive Officer from April 15, 2013 until May 29, 2013. Mr. Hill previously served as the Chairman and Chief Executive Officer and member of the board of directors of Novellus Systems Inc. until its acquisition by Lam Research Corporation in June 2012. Before joining Novellus in 1993, Mr. Hill spent 12 years with Tektronix Corporation, a leading designer and manufacturer of test and measurement devices. Presently, Mr. Hill is a member of the boards of directors of Autodesk, Inc.,Xperi, Arrow Electronics, Inc., Symantec Corp. and Cabot Microelectronics Corporation,Corporation. Within the past five years, Mr. Hill served as a director of Autodesk, Planar Systems, Inc., Yahoo Inc., and Yahoo, Inc. (see below).LSI Corporation. Mr. Hill received a Bachelor of Science in Bioengineering from the University of Illinois in Chicago and a Master of Business Administration from Syracuse University.

Matthew J. Murphyhas servedled the Company as our President and Chief Executive Officer, and served as a director, since joining in July 11, 2016. In his role as Chief Executive Officer, Mr. Murphy joined Marvell fromis responsible for leading new technology development, directing ongoing operations and driving the Company’s growth strategy. Prior to joining the Company, Mr. Murphy worked for Maxim Integrated, a designer, manufacturer and seller of analog and mixed-signal integrated circuits, for 22 years, where he spent 22 years with increasing responsibilities in sales andadvanced through a series of business unit leadership.leadership roles over two decades. Most recently, from 2015 to 2016, he was Executive Vice President, Business Units, Sales and Marketing. In thatthis capacity, he had company-wide profit and loss responsibility, leading all product development, sales and field applications, marketing and central engineering. From 2011 to 2015, he was Senior Vice President of the Communications and Automotive Solutions Group, leading the team that developed differentiated solutions for those markets. From 2006 to 2011, he was Vice President, Worldwide Sales & Marketing during a time when Maxim’s sales expanded significantly. Prior to 2006, he served in a variety of business unit management and customer operations roles. In prior roles, Mr. Murphy holdsled the company’s communications, data center, and automotive business groups, all of which experienced significant growth under his leadership. Mr. Murphy serves on the board of directors of eBay Inc. Mr. Murphy earned a Bachelor of Arts in English from Franklin & Marshall College and is a graduate of the 2010 Stanford Executive Program.

Tudor Brownhas served as a director since December 2016. Mr. Brown, who has decades of leadership experience in the semiconductor industry, also serves on the boards of the Lenovo Group, Xperi Corporation (formerly known as Tessera Technologies),Garrison Technology and the Semiconductor Manufacturing International Corporation.Corporation, and until 2018 served on the board of Xperi (formerly Tessera Technologies). Previously, Mr. Brown was one of the founding members and, until May 2012, President of ARM Holdings plc,

a publicly-traded semiconductor IP and software design company, now a wholly-owned subsidiary of the Softbank Group. During his tenure, he served in a range of leadership roles, including Chief Technical Officer, Chief Operating Officer and President. He also served for more than a decade on the company’s board of directors through his retirement in May 2012. Earlier in his career, Mr. Brown served on the boards of P2i and ANT Software, and held leadership engineering roles at Acorn Computers and Sension. Mr. Brown, who earned an MAM.A. in Electrical Sciences from Cambridge University, holds a patent inlow-power logic, and has been honored both as a Fellow of the Institution of Engineering and Technology, and as a Fellow of the Royal Academy of Engineering.

Peter A. FeldBrad Buss has served as a director since May 2016.July 2018. Mr. Feld has been a Managing Member andBuss was the HeadChief Financial Officer of Research of Starboard Value LP (an investment fund) since 2011. Prior to joining Starboard, Mr. Feld served as a Managing Director of Ramius LLC and as a Portfolio Manager of Ramius Value and Opportunity Master Fund Ltd. from November 2008 to April 2011. He currently serves as a director of The Brink’s Company,SolarCity Corporation, a provider of security-relatedsolar energy services, and Insperity, Inc., a provider of human resources and business performance solutions (see below). During the past five years,from 2014 until he retired in February 2016. Mr. Feld has alsoBuss served as a directorthe Executive Vice President of Darden Restaurants,Finance and Administration and Chief Financial Officer of Cypress Semiconductor Corporation from 2005 to June 2014. Mr. Buss also held prior financial leadership roles with Altera Corporation, Cisco Systems, Inc., Xperi Corporation (formerly known as Tessera Technologies), Integrated Device Technology,Veba Electronics LLC and Wyle Electronics, Inc., Unwired Planet, Mr. Buss serves on the board of directors for Tesla Motors Inc. and Sea Change International,Advance Auto Parts, Inc. Mr. Feld receivedBuss served on the board of directors of CaféPress, Inc. from October 2007 until July 2016 and on the board of Cavium from July 2016 to July 2018. Mr. Buss holds a Bachelor of Arts in economics from Tufts University.McMaster University and an Honors Business Administration degree, majoring in finance and accounting, from the University of Windsor.

Edward Frank has served as a resultdirector since July 2018. Dr. Frank has served as aCo-Founder and the Chief Executive Officer of his investmentBrilliant Lime, a developer of silicon, systems, and private equity background.

Lake Partners.Partners, a private equity firm. From March 2008 to January 2015, he was President and Chief Executive Officer and a member of the board of directors of International Rectifier, a maker of power semiconductors, which was acquired by Infineon TechnologiesTechnology AG. Before joining International Rectifier, Mr. Khaykin served most recently as the Chief Operating Officer of Amkor Technology, Inc., a provider of semiconductor assembly and test services. Presently, Mr. Khaykin is a member of the board of directors of Avnet, Inc. Mr. Khaykin was previously a member of the board of directors of Zarlink Semiconductor Inc. from 2007 to 2011 and the board of directors of Newport Corporation from 2010 until April 2016 when the company was acquired by MKS Instruments. Mr. Khaykin received a Bachelor of Science in Electrical Engineering from Carnegie-Mellon, and a Master of Business Administration from Northwestern University’s J.L. Kellogg Graduate School of Management.

Bethany Mayerwas appointed to the Board in May 2018. Ms. Mayer is an executive partner with Siris Capital Group LLC, a private equity firm. Ms. Mayer served as Executive Vice President of Corporate Development and Technology of Sempra Energy, an energy infrastructure company, from November 2018 to January 2019 and served a member of the board of directors of Sempra Energy from February 2017 to November 2018. From 2014 through 2017, she was the President, Chief Executive Officer and a board member of Ixia, a market leader in test, visibility and security solutions acquired by Keysight Technologies in 2017. From 2011 through 2014, Ms. Mayer served as Senior Vice President and General Manager of HP’s Networking Business unit and the NFV business unit. From 2010 until 2011, she served as Vice President, Marketing and Alliances, for HP’s Enterprise Servers Storage and Networking Group. Prior to joining HP, she held leadership roles at Blue Coat Systems, Cisco and Apple Computer. Presently, Ms. Mayer is a member of the board of directors of LAM Research Corporation. Ms. Mayer was previously a member of the board of directors of Delphi Automotive, Pulse Secure and Datastax Inc. She holds a Masters in Business Administration fromCSU-Monterey Bay and a Bachelor of Science in Political Science from Santa Clara University.

Donna Morriswas appointed to the Board in May 2018. She has served as Chief Human Resources Officer and Executive Vice President, Employee Experience at Adobe Inc., a multinational computer software company, since December 2018. Also, while at Adobe she served as Executive Vice President, Customer & Employee Experience from 2016 to December 2018, Senior Vice President, Customer and Employee Experience from 2015 to 2016 and SVP Global People and Places from 2007 to 2015. In her current role, she is responsible for all aspects of human resources and the workplace. Presently, Ms. Morris sits on the board of directors of the Adobe Foundation. From 2015 until December 2018, she sat on the board of directors of the Society for Human Resource Management. Ms. Morris received a Bachelor of Arts in Political Science from Carleton University in Ottawa, Ontario, Canada, and holds the Society for Human Resources Management – Senior Certified Professional(SHRM-SCP), Senior HR Professional (SHRP) and Canadian Certified Human Resources Professional (CHRP) designations.

Michael Strachanhas served as a director since May 2016. From March 2009 to May 2014, he was a director at LSI Logic, including Chairman of the Audit Committeeaudit committee for most of that time. Mr. Strachan retired from Ernst & Young LLP in December 2008. From July 2007 until December 2008, he was a member of Ernst & Young’s America’s Executive Board, which oversaw the firm’s strategic initiatives in North and South America. From July 2006 to December 2008, he was also a member of Ernst & Young’s U.S. Executive Board, which oversaw partnership matters in the U.S. for the firm. From July 2000 through December 2008, he was Vice

Chairman and Area Managing Partner for Ernst & Young offices between San Jose, California and Seattle, Washington, and was responsible for oversight of the firm’s operations in that area. He began his career at Ernst & Young in 1976. Mr. Strachan holds a Bachelor of Science in Accounting from Northern Illinois University.

Robert E. Switz has served as a director since May 2016. Mr. Switz has served as the Chairman of the Board of Micron Technology, Inc. since 2012. He was the Chairman, President and Chief Executive Officer of ADC Telecommunications, Inc., (“ADC”), a supplier of network infrastructure products and services from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Prior to ADC, Mr. Switz spent six years at Burr-Brown Corporation, most recently as Chief Financial Officer, Vice President of European Operations and Director of the Systems and Ventures Business. Mr. Switz servesIn addition to serving on the board of directorsMicron, Mr. Switz also serves as a director of GigamonFireEye, Inc., and previously served as a director of Gigamon, Inc., GT Advanced Technologies, and as lead independent director of Broadcom Corporation until its merger with Avago Technologies Limited. Mr. Switz received a Bachelor of Science in Business Administration from Quinnipiac University and a Master of Business Administration in Finance from the University of Bridgeport.

Dr. Randhir Thakur has served as a director since June 2012. He was executive vice president and general manager of the Silicon Systems Group at Applied Materials, Inc., which comprised the entire portfolio of semiconductor manufacturing systems at Applied Materials. After rejoining Applied Materials in May 2008, Dr. Thakur served in various executive positions, including senior vice president and general manager of the Display and Thin Film Solar group. From 2005 to May 2008, Dr. Thakur worked at SanDisk Corporation, a supplier of innovative flash memory data storage products, where he served as executive vice president of Technology and Fab Operations and head of Worldwide Operations. From 2000 to 2005, Dr. Thakur held a number of roles within various semiconductor product groups at Applied Materials, including group vice president and general manager of Front End Products. Dr. Thakur holds close to 300 patents and has published more than 200 papers. Dr. Thakur holds a Bachelor of Science with honors in Electronics and Telecommunications Engineering from the National Institute of Technology, Kurukshetra, India, a Master of Science in Electrical Engineering from the University of Saskatchewan, Canada and a Ph.D. in Electrical Engineering from the University of Oklahoma.

There are no family relationships among any of our director nominees and executive officers.

CORPORATE GOVERNANCE AND

MATTERS RELATED TO OUR BOARD OF DIRECTORS

Shareholder Engagement and Corporate Governance

We believe that regular, transparent communication with our shareholders and other stakeholders is essential to Marvell’sthe Company’s long-term success. We value the views of our shareholders and other stakeholders, and the input that we receive from them is a cornerstone of our corporate governance practices.

Since the beginning of fiscal 2017, we have undergone significant organizational transformation, including significant changes in our board of directorsBoard and management team, and our new boardBoard and management team have made a significantmeaningful effort to engage with our shareholders and other stakeholders. Members of our management team met with a significant number of our shareholders to discuss our financial and financial performance, capital allocation, corporate governance and executive compensation practices, and to solicit feedback on these and a variety of other topics. In March 2017, we held our first Investor Day conferenceWe hold investor day conferences, usually in New York City.City, approximately every other year. In addition it is the policy of the nominatingto our investor day conferences, our Chief Executive Officer and governance committee to engage annuallyChief Financial Officer holdin-person and teleconference meetings every year with our shareholders who hold more than 5% or moremany of our outstanding common shares as of December 31 of each year and to discuss with such shareholders desirable skills and attributes for members of our board.institutional investors. We also participate at various investor conferences. Our engagement activities have resulted in our receiving valuable feedback from our shareholders and other stakeholders who have provided important external viewpoints that inform our decisions and our strategy.

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our shareholders. We periodically review our corporate governance policies and practices (the “Corporate Governance Guidelines”) and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. As a result, we have adopted policies and procedures that we believe are in the best interests of the Company and our shareholders. In particular, we have adopted the following policies and procedures, a number of which were implemented with the approval of our shareholders at our 2016 annual general meeting held in November:

Corporate Governance Guidelines

Our board of directorsBoard has adopted a set of corporate governance guidelines and practicesCorporate Governance Guidelines to establish a framework within which it will conduct its business. The corporate governance guidelines and practicesCorporate Governance Guidelines provide, among other things, that:

We also provide our directors annual training events on issues facing us and on subjects that would assist the directors in discharging their duties. Our board of directorsBoard may modify the corporate governance guidelines and practicesCorporate Governance Guidelines from time to time, as appropriate. The corporate governance guidelines and practicesCorporate Governance Guidelines can be found on our website atwww.marvell.com/investors/governance.jsp. The corporate governance guidelines(www.marvell.com) in the investor relations section. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Social Responsibility

We are committed to conducting business in accordance with applicable laws and practices were last revisedregulations and we strive to be a socially and environmentally responsible partner in December 2016.

the supply chain by drawing upon internationally recognized standards and best practices. This commitment enables us to advance social and environmental responsibility and business ethics and extends to our supply chain though our Supplier Code of EthicsConduct and our

Policy Statement on Conflict Minerals. Our Environmental Policy Statement, Supplier Code of EthicsConduct and our Policy Statement on Conflict Minerals are available on our website (www.marvell.com) in the “Global Citizenship” section of our webpage. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Supplier Code of Conduct

We rely on our suppliers to meet our high standards as well as industry expectations to ensure that working conditions in their operations are safe, that employees and contractors are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically.

Our Supplier Code of Conduct applies to our suppliers, their employees, agents and subcontractors, and sets forth our expectations of our suppliers and business partners, including:

Environment

We are taking steps to reduce our energy use and our ecological footprint.

Philanthropy

We strive to make positive contributions in the communities in which we operate and encourage our employees to do the same. Our employees have a long history of demonstrating generosity, whether through a food drive, a holiday giving program, or by donating their time volunteering or sharing their expertise, our employees show compassion to help communities in need. The Company’s corporate philanthropy is principally directed to educational and humanitarian endeavors. Our focus for our philanthropic activities in fiscal 2019 included the following:

Political Contributions

We don’t endorse candidates or make political contributions, including donations to any political party, candidate for political office or party official. We don’t sponsor a PAC (political action committee), and we don’t contribute to PACs.

Business Conduct for Employees, Officers and Directors thatEthics

Our policies are designed to promote ethical conduct and compliance with applicable laws and regulatory requirements. Our Code of Business Conduct and Ethics (the “Code”) applies to allthe members of our directors, officersBoard, all employees (including our principal executive officer, our principal financial officer, our principal accounting officer, our controller and any person performing similar functions) and contractors/contingent workers. Our Code provides the framework for the business practices and behaviors that support our employees. Thiscommitment to:

Our employees, suppliers and other business partners are the eyes and ears of our organization and are in a position to see or hear things that we cannot, such as violations of our Code, or improper or unethical business practices. Because of that, we provide avenues for reporting concerns about unethical behavior or violations of the Code or the law, including contacting the Compliance team at compliance@marvell.com, speaking with any manager or human resources, or contacting our confidential Ethics was most recently amended in August 2013.Concern Line. Marvell will not retaliate against anyone that makes a good faith report about questionable behavior.

Our Code and compliance programs are regularly reviewed by our Board and the audit committee reviews quarterly with our Chief Compliance Officer the status of our compliance programs, including compliance concerns that have been raised. Our Board reviews and approves all material changes to our Code. We will disclose future waivers, if any, and any substantive amendments to or waivers fromof our Code of Ethics and Business Conduct for Employees, Officers and Directors on our website or in a Current Report on Form8-K filed with the SEC within four business days following the date of such amendment or waiver. Our Code of Ethics and Business Conduct for Employees, Officers and Directors is available on our website (www.marvell.com) in the Corporate Governancecorporate governance section of our Investor Relationsinvestor relations webpage. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Compensation Committee Interlocks and Insider Participation

From February 2016 through May 1, 2016,During fiscal year 2019, the ECC consisted at various times during the year of the board of directors consisted of Dr. Juergen Gromer (Chairman), Dr. John Kassakian, Arturo Kruegerfollowing persons: Robert E. Switz, Oleg Khaykin, Tudor Brown, Donna Morris and Dr. Randhir Thakur. On May 1, 2016, the membershipPeter Feld. The current members of the ECC was reconstituted as follows:are Robert E. Switz (Chairman), Oleg Khaykin, (Chairman), Peter Feld, Dr. Gromer and Dr. Kassakian. Immediately following the 2016 Annual General Meeting of Shareholders held in November 2016, Dr. Gromer and Dr. Kassakian left the ECC and, in December 2016, Tudor Brown, joined the ECC.and Donna Morris.

None of the members of the ECC who served during fiscal 20172019 is a current or former officer or employee of us or our subsidiaries or had any relationship with us not otherwise disclosed herein under applicable SEC

rules. In addition, to our knowledge, there are no compensation committee interlocks between us and other entities involving our executive officers or directors who serve as executive officers or directors of such other entities.

Director Qualifications

We are required to have a majority of independent directors who meet the definition of “independent director” under applicable rules of the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and NASDAQNasdaq and SEC rules. Pursuant to our corporate governance guidelines,Corporate Governance Guidelines, we are required to have at least one member of our board of directorsBoard who meets the criteria for an “audit committee financial expert” as defined by NASDAQNasdaq and the SEC. We also believe it is appropriate for our chief executive officerChief Executive Officer to participate as a member of our board of directors.Board. Our corporate governance guidelines and practicesCorporate Governance Guidelines provide that no individual who has attained the age of 75 as of the date of our annual general meeting of shareholdersAnnual General Meeting is eligible to be nominated for election at the annual general meeting,Annual General Meeting, absent a waiver from the board of directors.our Board.

The nominating and governance committeeN&G Committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

When making its determination whether a nominee is qualified for the position of director, the nominating and governance committeeN&G Committee may also consider such other factors as it may deem in the best interests of the companyCompany and its shareholders, such as the following qualities and skills:

When evaluating a candidate for nomination, the nominating and governance committeeN&G Committee does not assign specific weight to any of these factors or believebelieves that all of the criteria should necessarily apply to every candidate. However,The committee assesses the board is particularly focused on improvingeffectiveness in this regard during the board’s gender diversity.annual Board evaluation process.

Identifying and Evaluating Nominees for Director

The nominating and governance committeeN&G Committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of our board of directors.Board. Candidates considered for nomination to our board of directorsBoard may come from several sources, including current and former directors, professional search firms and shareholder nominations. The nominating and governance committeeN&G Committee will consider all persons recommended in the same manner, regardless of the source of nomination.

A shareholder seeking to recommend a prospective nominee for the nominating and governance committee’sN&G Committee’s consideration should submit the candidate’s name and qualifications to our Secretary at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda. The nominating and governance committee will consider candidates recommended by shareholders in the same manner as candidates recommended to the nominating and governance committee from other sources. Nominees for director are evaluated by the nominating and governance committee,N&G Committee, which may retain the services of a professional search firm to assist themit in identifying or evaluating potential nominees.

We amended ourOurBye-laws to permit proxy access for shareholders. Shareholders who wish to nominate directors for inclusion in our proxy statement, or directly at an Annual General Meeting in accordance with the procedures in ourBye-laws, should see “Future Shareholder Proposals and Nominations for the 20182020 Annual General Meeting” on page 69 ofin this proxy statement for further information.

Board Leadership Structure

At the present time, the roles of Chief Executive Officer and Chairman of the Board are separate. In May 2016, Richard S. Hill was appointed to the boardBoard and designated as itsnon-executive Chairman. Because we

have aan independent,non-executive Chairman, the independent directors on the boardBoard have not designated a lead independent director. However, in the event the independent boardBoard members would designate a lead independent director, his or her duties are set forth in our Corporate Governance Guidelines described above. Our separate Chairman and Chief Executive Officer roles enable our independent Chairman to oversee our Board and corporate governance guidelinesmatters and practices described above.our Chief Executive Officer to lead the Company’s business. This structure facilitates effective oversight, and further strengthens our Board’s independent leadership and commitment to enhancing shareholder value and sound governance.

Board Meeting Attendance

There weretwenty-two fifteen meetings of our board of directorsBoard in fiscal 2017,2019, as well as numerous committee meetings. The number of meetings of each committee is set forth below in “Committees of our Board.” Each director attended at least 75% of the total number of meetings of our board of directorsBoard and committees on which such director served.served during the period such director served on the Board or committee. The independent directors met regularly in executive sessionssession without the presence of thenon-independent directors or members of our management.

Committees of our Board of Directors

Our board of directorsBoard has three standing committees: the audit committee, the executive compensation committeeECC and the nominating and governance committee.N&G Committee. Committee membership since our 2016 annual general meetingas of shareholdersthe Record Date was as follows, other than with respect to Mr. Brown who joined the board and the ECC in December 2016:follows:

Our board of directorsBoard has adopted written charters for each of these committees, and copies of whichthe charters are available on our website atwww.marvell.com/investors/governance.jsp.(www.marvell.com) in the corporate governance section of our investor relations webpage. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by our board of directors. AllBoard. None of the committee charters were last revised in December 2016.material on our website is part of this proxy statement or is incorporated by reference herein.

Audit Committee

From February 2016 through May 1, 2016, the audit committee was composed of Dr. Juergen Gromer (Chairman), Arturo Krueger, Dr. John Kassakian and Dr. Randhir Thakur. In May 2016, the audit committee was reconstituted as follows: Mr. Switz (Chairman), Dr. Gromer, Dr. Kassakian and Mr. Strachan. On November 8, 2016, Dr. Gromer and Dr. Kassakian ceased to be members of the audit committee. Shortly thereafter, Dr. Thakur was appointed to the audit committee.

The audit committee’s responsibilities are generally to assist our board of directorsBoard in fulfilling its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company. The audit committee’s purpose is to oversee management’s conduct of our accounting and financial reporting process. The audit committee also, among other things, reviews financial reporting filings with the SEC prior to issuance, appoints anour independent registered accounting firm, oversees our internal audit function and the independent registered public accounting firm, and reviews and discusses with management and our independent registered public accounting firm the adequacy and effectiveness of our internal control over financial reporting as reported by management. Beginning in September 2016, theThe audit committee also reviews, ratifies and/or approves related party transactions, a responsibility that had been assigned previously to the nominating and governance committee.transactions. The audit committee typically meets three times each quarter and at such additional times as are necessary or advisable.

Our board of directorsBoard has determined that each member of the audit committee meets the applicable independence, experience and other requirements of the Exchange Act, NASDAQNasdaq and the SEC. Our board of directorsBoard has determined that each of Mr.Messrs. Strachan and Mr. Switz is anBuss are “audit committee financial expert”experts” as defined by applicable NASDAQNasdaq and SEC rules.

Executive Compensation Committee (“ECC”)

From February 2016 through May 1, 2016, the ECC consisted of Dr. Juergen Gromer (Chairman), Dr. John Kassakian, Arturo Krueger and Dr. Randhir Thakur. On May 1, 2016, the ECC was reconstituted as follows: Mr. Khaykin (Chairman), Mr. Feld, Dr. Gromer and Dr. Kassakian. On November 8, 2016, Dr. Gromer and Dr. Kassakian ceased to be members of the ECC and, in December 2016, Mr. Brown joined the ECC.

The ECC has the authority to determine or recommend to the boardBoard the compensation for our chief executive officerChief Executive Officer and all other executive officers, is responsible for administering equityincentive compensation and equity-based award programs fornon-executive employees, reviews and recommendsreviewing and recommending changes to our incentive compensation and other equity-basedsuch plans, and administers executive officer compensation within the terms of any of our applicable compensation plans.plans, among other responsibilities.

TheA subcommittee of the ECC or a subcommittee comprised of one director,Mr. Switz meets monthly to approve new hire and secondary equity grants fornon-executive officers and employees. The subcommittee met twelve times in fiscal 2017.2019. For more detail with respect to our equity grant practices, please see “Executive Compensation — Other Factors Considered in Determining Executive Compensation — Equity Grant Practices” below.

Our board of directorsBoard has determined that each member of the ECC meets the applicable independence requirements of NASDAQNasdaq and the SEC. In addition, each member of the ECC is an “outside director” under Section 162(m), and a“non-employee director” under Section 16 of the Exchange Act.

Nominating and Governance Committee (“N&G Committee”)

From February 2016 through May 1, 2016, the nominating and governance committee was composed of Arturo Krueger (Chairman), Dr. Juergen Gromer, Dr. John Kassakian and Dr. Randhir Thakur. In May 2016, the nominating and governance committee was reconstituted as follows: Mr. Feld (Chairman), Mr. Khaykin, Mr. Krueger and Dr. Thakur. On November 8, 2016, Mr. Krueger ceased to be a member of the nominating and governance committee.

The nominating and governance committeeN&G Committee is responsible for developing and implementing policies and practices relating to corporate governance, and practices, including reviewingevaluating and monitoring implementation of our corporate governance guidelines.Corporate Governance Guidelines. The nominating and governance committeeN&G Committee also reviews outside director compensation and recommends any changes to the board of directors, makes recommendations to our board of directors regardingBoard, studies and reviews with the Board the size and composition of our board of directorsBoard and its committees and screens and recommends candidates for election to our board of directors. During fiscal 2016 and through September 2016, the nominating and governance committee reviewed, ratified and/or approved related party transactions.Board. The responsibility for reviewing and approving related party transactions was moved to the audit committee in September 2016. The nominating and governance committeeN&G Committee also reviews periodically with the Chairman of the Board and the President and Chief Executive Officer the succession plans relating to positions held by executive officers.officers, among other responsibilities.

Our board of directorsBoard has determined that each member of the nominating and governance committeeN&G Committee meets the applicable independence requirements of NASDAQNasdaq and the SEC.

Role of Compensation Consultants and Absence of Conflict of Interest with Respect Thereto

The ECC engages executive compensation consulting firms to provide advice and market data relating to executive compensation. Such compensation consulting firms serve at the discretion of the ECC. Mercer was

engaged for fiscal 2015, 2016 and 2017 and Frederic W. Cook & Co., Inc. (“F.W. CookCook”) was engaged forduring the beginning of fiscal 2018.2019 and Compensia Inc.

(“Compensia”) was engaged prior to the end of fiscal 2019 and is the current compensation consultant to the ECC. The compensation consultant serves at the discretion of the ECC to provideand provides analysis, advice and guidance with respect to executive compensation.

The ECC charter provides that the ECC shall be directly responsible for the appointment, compensation and oversight of the work of any committee adviser retained by it, and the Company shall provide for appropriate funding, as determined by the ECC, for payment of (a) reasonable compensation to any committee adviser, and (b) ordinary administrative expenses of the ECC that are necessary or appropriate in carrying out its duties. The ECC may select a committee adviser, and receive advice from a committee adviser, only after taking into consideration all factors relevant to that person’s independence from the Company’s management, specifically including the following:

During fiscal 2013, theUnder SEC issued new rules under the Dodd-Frank Act concerning compensation consultant independence. Under these rules, the ECC must determine whether any work completed by a compensation consultant raised any conflict of interest, after taking into accountconsidering the six independence-related factors listed above. For fiscal 2017,2019, the ECC reviewed these six factors in their totality as they apply to MercerF.W. Cook and F.W. CookCompensia and identified no conflicts of interest.

Additional information concerning the compensation policies and objectives established by the ECC and the respective roles of our Chief Executive Officer and the compensation consultants in assisting with the determination of compensation for each of the executive officers named in the Summary Compensation Table, referred to in this proxy statement as our “named executive officers,” is included under the heading “Executive Compensation.”

Director Nominations

The nominating and governance committeeN&G Committee identifies, recruits and recommends to our board of directors,Board, and our board of directorsBoard approves, director nominees for election at each annual general meeting of shareholdersAnnual General Meeting and new directors for election by our board of directorsBoard to fill vacancies that may arise. Under theBye-laws, any director appointed by our board of directorsBoard is required to be voted upon by shareholders at our next annual general meeting of shareholders.Annual General Meeting.

The nominees for election at this annual general meetingAnnual General Meeting were recommended and approved by the nominating and governance committeeN&G Committee and our board of directors,Board, respectively. The nominating and governance committeeN&G Committee will consider proposals for nomination from shareholders that are made in writing to our Secretary at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. For general information regarding shareholder proposals and nominations, see “Future Shareholder Proposals and Nominations for the 20182020 Annual General Meeting” on page 69included in this proxy statement.

Shareholder Communications with Our Board of Directors

Our board of directorsBoard has established a process for shareholders to send communications to our directors. If you wish to communicate with our board of directorsBoard or individual directors, you may send your communication in writing to: Chief

Administration and Legal Officer, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. You must include your name and address in the written communication and indicatestate whether you are a shareholder of Marvell.shareholder. The chief legal officerChief Legal Officer (or other officer acting in such capacity) will compile all such communications and forward themappropriate communications to the appropriaterelevant director or directors or committee of our board of directorsBoard based on the subject matter, or to the director or directors to whom such communication is addressed.

Director Independence

Our board of directorsBoard has determined that, among the nonemployee nominees for director at this annual general meeting,Annual General Meeting, each of Mses. Mayer and Morris, and Messrs. Brown, Feld,Buss, Frank, Hill, Khaykin, Strachan and Switz and Dr. Thakur is “independent” as such term is defined by the rules and regulations of NASDAQNasdaq and the SEC. In addition, Dr. Thakur, Mr. Ali, Mr. Feld and Ms. Elliott were independent during the period they served on the Board. For a director to be considered independent, our board of directorsBoard must affirmatively determine that neither the director nor any member of his or her immediate family has had any direct or indirect material relationship with us within the previous three years.

Our board of directorsBoard considered certain relationships, transactions and/or arrangements with each of the directors including those listed below and concluded that none of the sevenabove nonemployee directors, or any of histheir immediate family members, has or has had within the previous three years any relationship with us that would impair his or her independence.

Mr. Khaykin, a member of our Board and of our ECC and N&G Committees, is anon-management director and less than 1% beneficial owner of Avnet, which was a distributor to, and a supplier of, the Company during the most recent fiscal year. Sales to, and purchases from, Avnet were made in the ordinary course of business and on commercially reasonable terms. The Board determined that Mr. Khaykin’s relationship with Avnet and the transactions between the Company and Avnet do not conflict with the elements of independence set forth in the Nasdaq listing standards. In addition, Mr. Khaykin is the Chief Executive Officer, President and Director of Viavi Solutions, Inc, which sold equipment to the Company during the most recent fiscal year. Purchases from Viavi Solutions were made in the ordinary course of business, on commercially reasonable terms and represented less than 1% of the revenue of the Company and less than 1% of the revenue of Viavi Solutions. The Board determined that Mr. Khaykin’s relationship with Viavi Solutions and the transactions between the Company and Viavi Solutions do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that Mr. Khaykin is independent.

Board’s Role in Risk Oversight

Our board of directorsBoard has an active role, as a whole and also at the committee level, in overseeing management of our risks. Our board of directorsBoard regularly reviews information regarding our liquidity, intellectual property, significant litigation matters and operations, as well as the risks associated with each of such items. Our ECC is responsible for overseeingreviewing with management the management of risks relating to our executive compensation plans and arrangements, as well as our compensation plans that generally apply to all employees.Company’s major compensation-related risk exposures. The audit committee overseesreviews and discusses with management its program to identify, assess, manage and monitor significant business risks of the Company, including financial, operational, privacy, cyber-security, business continuity, legal and IT complianceregulatory, and security risks, as well as business continuity planning and enterprise risk management.reputational risks. The nominating and governance committeeN&G Committee manages risks associated with the independence of our board of directorsBoard and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directorsBoard is regularly informed through committee reports about such risks.

During fiscal 2017,2019, our board of directorsBoard received reports on the most important strategic issues and risks facing Marvell.the Company. In addition, our board of directorsBoard and its committees receive regular reports from our head of internal audit, our chief legal officerChief Administration and Legal Officer, our Chief Compliance Officer and other senior management regarding enterprise risk management, litigation and legal matters, compliance programs and risks and other applicable risk-related policies, procedures and limits. We believe that our leadership structure supports the risk oversight

function. As indicated above, certain important categories of risk are assigned to committees that review, evaluate and receive management reports on risk.

Risks Related to Our Compensation Policies and Practices

As noted above, our ECC is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as well as our compensation plans that generally apply to all employees. In February 2017,March 2018, the ECC asked F.W. Cook, the Committee’s compensation consultant at that time, to perform a risk assessment of our compensation programs for (i)programs. In May 2019, the named executive officers, (ii)ECC asked Compensia, the broad-based employee population, and (iii) our sales professionals. TheCommittee’s compensation consultant at that time, to perform a risk assessment was reviewed in March 2017.of our compensation programs. The purpose of

the review these reviews was to determine whether such programs might encourage excessive or inappropriate risk taking that could result in a material adverse effect on the Company. F.W. Cook and Compensia, with the helpassistance of our management, reviewed these programs, taking into consideration:

The annual risk assessment concluded that Marvell’s pay program doesthe Company’s compensation programs do not contain incentives to take riskrisks that could have a material adverse effect on the Company, and specifically noted that:Company.

Director Stock Ownership Guidelines

Each director is expected within five yearsto have a combination of joining our board of directors or, for members of our board directors as of the most recent update to thecommon shares and unvested restricted stock ownership guidelines (effective September 13, 2016), to own common sharesunits with a value equal to five times his or her basic annual cash retainer. Each of our current nonemployee directors has time remaining to complyThere is no specific timeline for compliance, although the Board or the N&G Committee may discuss the reasons for a shortfall with the subject director if it occurs more than five years after being guideline eligible. While below the guideline, at any time, there is a minimum holding expectation for 50% of net after tax shares following vesting of restricted stock ownership guidelines as ofunits until the Record Date.guideline is met.

Annual General Meeting Attendance

Although directors are encouraged to attend annual general meetings of shareholders,our Annual General Meetings, we do not have a formal policy requiring such attendance. ThreeAll of the persons who were our current independent directors attended the 2016 annual general meeting held in November 2016. Our 2017 annual general meeting will be held on the same date as a meeting of the board of directors in order to facilitate director attendance at the meeting.time of last year’s meeting, except Dr. Thakur, attended in person or by telephone the 2018 Annual General Meeting.

Compensation of Directors

Nonemployee directors (“Outside Directors”) receive both cash and equity compensation for their service as directors. Directors who are also employees of Marvell during their board servicethe Company do not receive any additional compensation for their service as directors.

The nominating and governance committeeBoard, upon the recommendation of the N&G Committee, is responsible for reviewing the director compensation program and recommendingapproving any changes tochanges. In September 2018, the board. In May 2016, the nominating and governance committeeN&G Committee reviewed our directors’ compensation relative to the peer group established for fiscal 2017 executive compensation benchmarking.group. The committee notedN&G Committee determined that the board of directors payBoard’s compensation program is generally at or above the peer group median across all elements.median. However, the N&G Committee, determined that the compensation for the Chairman of the Board was below the median. Therefore, itthe Board determined that no changes to the compensation program would be made for fiscal 2017,2019 other than providingto increase the compensation for payment of a fee to thenon-executive chairman Chairman of the board in the amount of $60,000Board by $40,000 per year which was set at median for the peer group.from $60,000 to $100,000.

Cash Compensation

InAs amended in September 2018, the annual fees for our nonemployee directors for fiscal 2017, we paid the following fees to our Outside Directors for their services:2019 are set forth below:

The retainer fees are paid in quarterly installments in arrears and are prorated for length of service as appropriate. Directors serving on a committee receive either the applicable chairmanship fee or the ordinary membership fee, but not both. Outside DirectorsNonemployee directors are reimbursed for travel and other reasonableout-of-pocket expenses related to attendance at board of directorsBoard and committee meetings. For a summary of the fiscal 20172019 cash compensation paid to our Outside Directors,nonemployee directors, please see the Director Compensation Table below.

Beginning in September 2016, Outside DirectorsNonemployee directors have the ability to elect to take their cash compensation in the form of the Company’s common stock.shares. Such election must be made during an open trading window in accordance with the Company’s trading policies. None of the Outside Directorsnonemployee directors has made such an election as of theto date of this proxy statement.other than Ms. Morris.

Equity Compensation

Our Outside Directorsnonemployee directors are eligible to receive equity awards under the 1995 Stock Option Plan. Each Outside Directornonemployee director who is elected or appointed at the annual general meeting of shareholdersAnnual General Meeting is automatically granted, immediately following the annual general meeting of shareholders,Annual General Meeting, a restricted stock unit (“RSU”) award (the “Annual RSU Award”) for a number of shares with an aggregate fair market value equal to $220,000. The Annual RSU Award vests as to 100% of the shares on the earlier of the one yearone-year anniversary of the date of grant or the next annual general meeting of shareholders.Annual General Meeting. If a boardBoard member joins the boardBoard on a date after the annual general meeting of shareholders,Annual General Meeting, the Annual RSU Award ispro-rated based on the boardBoard member’s length of service from joining the boardBoard until the date of the next annual general meeting.Annual General Meeting.

day after the Company became current in its filings with the SEC. As a result, on August 11, 2016, Mr. Feld, Mr. Hill, Mr. Khaykin and Mr. Switz were granted 3,246 fully vested RSUs and Mr. Strachan was granted 2,380 fully vested RSUs.

In addition, the Company’s inability to timely file its annual report on Form10-K for fiscal 2016 caused a delay in the holding of the Company’s annual general meeting of shareholders, which is usually held in June of each year. As a result, the Annual RSU Award was delayed until after the annual general meeting on November 8, 2016. At that time, each Outside Director who was elected at the annual general meeting of shareholders on November 8, 2016 was granted an Annual RSU Award for 17,322 shares having a value of $220,000 on the date of grant and which will vest in full on the earlier of the date of the next annual general meeting of shareholders or the one year anniversary of the date of grant.

In December 2016, Tudor Brown joined the board and was granted his Annual RSU Award for the number of shares equal to hispro-rated service on the board from December 7, 2016 through the approximate date of the 2017 annual general meeting of shareholders, or 8,011 shares, that will vest at the same time as those granted on November 8, 2016.

AdditionalOne-Time Cash and Equity Compensation to Board Chairman for Service as Interim PEO

On July 12, 2016, the board of directors appointed Mr. Hill as Interim Principal Executive Officer (“PEO”) of the Company in light of Mr. Hill’s role in overseeing the operations of the Company, including the preparation of the filing of certain reports, including its Annual Report on Form10-K for the 2016 fiscal year, its Quarterly Report on Form10-Q for the quarter ended April 30, 2016 and its Quarterly Report on Form10-Q for the quarter ending July 30, 2016 (the “Q2 Form10-Q”), in his capacity of Chairman of the Board of the Company. Mr. Hill served as Interim PEO until after the Company completed the filing of the Q2 Form10-Q on September 8, 2016. Immediately following the filing of the Q2 Form10-Q, Mr. Murphy assumed the role of principal executive officer of the Company.

Prior to the appointment of Mr. Hill as Interim PEO, the nominating and governance committee, in consultation with Mercer, the ECC’s compensation consultant, reviewed compensation practices for companies that had appointed a board member to the position of interim principal executive officer and found a wide range of practices. The nominating and governance committee took into account Mr. Hill’s role in overseeing the operations of the Company as described above and the length of time Mr. Hill was expected to be in the Interim PEO role when recommending to the board that Mr. Hill be paid $225,000 in cash and granted an award of fully vested shares of the Company’s common stock with a value of $225,000 at the time of issuance. The board subsequently approved Mr. Hill’s compensation as Interim PEO and appointed him to that position on July 12, 2016, as described above.

Please see the Summary Compensation Table in this proxy statement for information regarding Mr. Hill’s compensation for fiscal 2017.

Director Compensation Table — Fiscal 20172019

The following table sets forth the total compensation paid to each of our Outside Directorsnonemployee directors serving in such capacity during any portion of fiscal 2017. Because Mr. Hill and Dr. Sutardja each served as the Company’s principal executive officer for a portion of fiscal 2017, information with respect to compensation paid to each of them for their board service is contained in the Summary Compensation Table of this proxy statement and is not included below.2019.

The following table provides the number of shares subject to outstanding RSUs and stock options held at January 28, 2017February 2, 2019 for each Outside Director (other than Mr. Hill and Dr. Sutardja)nonemployee director serving in that capacity during any portion of fiscal 2017,2019, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service as of the vesting date. All of the stock options are fully vested. No Outside Directornonemployee director currently receives stock options as compensation for his boardor her Board service. Please see “Outstanding Equity Awards at Fiscal 2017Year-End” for information regarding Mr. Hill’s outstanding equity awards. Dr. Sutardja had no outstanding equity awards at the end of fiscal 2017.

Board Members(1)		Total RSU Awards Outstanding (#)				Total Stock Options Outstanding (#)				RSU Vesting Date
Syed Ali			9,975				1,260,331	(2)			June 28, 2019
Tudor Brown			10,105				—				June 28, 2019
Brad Buss			9,975				—				June 28, 2019
Geraldine Elliott			—				—				—
Peter A. Feld			—				—				—
Edward Frank			9,975				—				June 28, 2019
Richard S. Hill			10,105				—				June 28, 2019
Oleg Khaykin			10,105				—				June 28, 2019
Bethany Mayer			10,105				—				June 28, 2019
Donna Morris			10,105				—				June 28, 2019
Michael Strachan			10,105				—				June 28, 2019
Robert E. Switz			10,105				—				June 28, 2019
Randhir Thakur, Ph.D.			—				—				—

PROPOSAL NO. 2:2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Under Section 14A of the Exchange Act, our shareholders are entitled to vote to approve, on an advisory andnon-binding basis, the compensation of our named executive officers as disclosed in accordance with the SEC’s rules in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement.statement, together with the compensation tables and the narrative disclosure related thereto. This proposal, commonly known as a“say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation as a whole.

The ECC oversees the development and administration of our executive compensation program, including the underlying philosophy and related policies. Our primary business objective is to create long-term value for our shareholders. To achieve this objective, the executive compensation program is intended to achieve five primary objectives:the following goals:

The ECC believes that both the elements and level of fiscal 20172019 compensation for our executive officers are consistent with the five primary objectivesgoals contained in our compensation philosophy, as well as the overall goal of emphasizing sustained share price growth, and that there-introduction of performance-contingent performance-based equity awards helps to further reinforce our compensation program objectives.goals. Before casting your vote on this proposal, please carefully review the Compensation Discussion and Analysis, and the related the compensation tables and narrative disclosure carefully to understand howthe design of our named executive officer compensation is designed.program.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, we ask our shareholders to voteFOR “FOR” the following resolution at the annual general meeting:Annual General Meeting:

““RESOLVED, that, on an advisory andnon-binding basis, the compensation of Marvell’sthe Company’s named executive officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission RegulationS-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures be and is hereby APPROVED.”

Thesay-on-pay vote is advisory and, therefore, not binding on us, the ECC or our board of directors.Board. However, thesay-on-pay vote will provide us information regarding investor sentiment about our executive compensation philosophy, policies and practices, which the ECC will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directorsBoard and our ECC value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the ECC will evaluate whether any actions are necessary to address those concerns. Thesay-on-pay vote is currently provided to shareholders on an annual basis. It is anticipated that the next advisory vote to approve named executive compensation will be conducted at our 2020 Annual General Meeting.

Board Recommendation and Required Vote

Our board of directorsBoard unanimously recommends that you voteFOR the approval of Proposal No. 2.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented therebyFORProposal No. 2. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of at least a simple majority of votes cast and entitled to vote at the annual general meeting.Annual General Meeting. Abstentions and brokernon-votes will be entirely excluded from the vote and will have no effect on the outcome.

PROPOSAL NO. 3:3

ADVISORY VOTE ON THE FREQUENCY OF HOLDING

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Act enables our shareholders to indicate, at least once every six years, how frequently we should seek an advisory andnon-binding vote to approve the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal No. 2 of this proxy statement. Our last vote on the frequency of “say on pay” proposals was in 2011 at which our shareholders voted in favor of an annual advisory vote to approve executive compensation, as recommended by our board of directors.

By voting on this Proposal No. 3, shareholders may indicate whether they would prefer an advisory andnon-binding vote to approve named executive officer compensation every year, every two years or every three years. Shareholders may also abstain from voting. Our board of directors still believes that an annual advisory vote to approve executive compensation is the most appropriate alternative for the Company.

We continue to believe that an advisorysay-on-pay vote should be conducted every year so that shareholders may annually express their views on the effectiveness of our executive compensation programs. We understand that our shareholders may have different views as to what is the best approach for us, and we look forward to hearing from our shareholders on this proposal.

Although the frequency vote isnon-binding, the executive compensation committee and our board of directors will review the results of the vote and will consider shareholders’ views and take them into account in determining the frequency of future advisory votes to approve executive compensation.

Board Recommendation and Required Vote

Our board of directors unanimously recommendsEVERY YEAR as the frequency with which shareholders are provided an advisory andnon-binding vote to approve executive compensation. The option receiving the greatest number of votes cast (i.e., every year, every two years or every three years) will be considered the frequency selected by shareholders.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby for an annual vote as the frequency with which shareholders are provided an advisory andnon-binding vote. Assuming the presence of a quorum, the vote receiving the greatest number of votes cast will be considered the frequency selected by shareholders at the annual general meeting. Abstentions and brokernon-votes will be entirely excluded from the vote and will have no effect on the outcome.

PROPOSAL NO. 4:

APPOINTMENT OF AUDITORS AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM, AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX REMUNERATION

In accordance with Section 89 of the Companies Act, our shareholders have the authority to appoint our auditors and independent registered public accounting firm and to authorize the audit committee, acting on behalf of our board of directors,Board, to fix the remuneration of the auditors and independent registered public accounting firm. At the annual general meeting,Annual General Meeting, shareholders will be asked to appoint Deloitte & Touche as our auditors and independent registered public accounting firm and authorize the audit committee to fix the remuneration of the auditors and independent registered public accounting firmDeloitte & Touche for the fiscal year ending February 3, 2108.1, 2020.

Board Recommendation and Required Vote

Our board of directorsBoard unanimously recommends that you voteFOR Proposal No. 4.3.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented therebyFOR the appointment of Deloitte & Touche and the authorization of the audit committee to fix its remuneration. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of at least a simple majority of votes cast and entitled to vote at the annual general meeting.Annual General Meeting. Abstentions and brokernon-votes (unless the broker, bank or other nominee exercised discretionary authority to vote on such proposal) will be entirely excluded from the vote and will have no effect on the outcome. In the event that the shareholders do notre-appoint Deloitte & Touche at the annual general meeting, the existing auditors and independent registered public accounting firmAnnual General Meeting, Deloitte & Touche shall hold office until a successor is appointed in accordance with Bermuda law and theBye-laws.

INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche has been our auditors and independent registered public accounting firm for theour financial statements beginningsince February 22, 2016 for the fiscal year ended January 28, 2017. Representatives of Deloitte & Touche are expected to be present at the annual general meeting,Annual General Meeting, and they will be given an opportunity to make a statement, if they desire to do so, and will be available to respond to any appropriate questions from shareholders.

Fees Paid to Deloitte & Touche

In addition to retaining Deloitte & Touche to audit the consolidated financial statements for fiscal 2017,2019, we retained Deloitte & Touche to provide certain other professional services in fiscal 2017. Because Deloitte & Touche2019. The increase in fees year over year was newly appointedrelated to additional work done in February 2016 and because our financial statements had been delayed and several material weaknesses were identified in our financial controls, and because we wereconnection with the subjectacquisition of an investigation by government agencies, fees for fiscal 2017 and fiscal 2016 were substantially higher than would typically be the case.Cavium. The aggregate fees billed for fiscal 20172018 and fiscal 20162019 for each of the following categories of services are as follows:

Policy onPre-Approval and Procedures

The engagement of Deloitte & Touche fornon-audit accounting and tax services performed for us is limited to those circumstances where these services are considered integral to the audit services that Deloitte & Touche provides or in which there is another compelling rationale for using its services. Pursuant to the Sarbanes-Oxley Act of 2002, all audit and permittednon-audit services for which the Company engages Deloitte & Touche requirepre-approval by the audit committee. All audit and permittednon-audit service fees werepre-approved by the audit committee.

Section 10A(i)(3) of the Securities Exchange Act of 1934 permits an audit committee to delegate to one or more designated members of the audit committee who are independent directors of the board of directors the authority to grant pre-approvals required by such Section 10A(i). In February 2016, the audit committee approved a policy that allows the chairman of the audit committee topre-approve audit andnon-audit services to be provided by Deloitte & Touche without further approval of the full committee, on acase-by-case basis, provided the fees and expenses for such services do not exceed $250,000 per engagement and that all suchpre-approvals are communicated to the full committee for informational purposes only, at its next scheduled meeting.

REPORT OF THE AUDIT COMMITTEE

The following is the report of the audit committee with respect to our audited financial statements for the fiscal year ended January 28, 2017.February 2, 2019. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the information by reference in such filing.

The audit committee has reviewed and discussed our audited financial statements with management. The audit committee has reviewed and discussed the audited financial statements with Deloitte & Touche LLP including such items as are required to be discussed by Auditing Standard No. 1301, “Communication with Audit Committees,” as adopted bythe applicable standards of the Public Company Accounting Oversight Board. The audit committee has received from the independent registered public accounting firm, Deloitte & Touche, LLP, the written disclosures and the letter required by the Public Company Accounting Oversight Board, and the audit committee has discussed with Deloitte & Touche LLP the independence of the independent registered public accounting firm.

After review of the discussions and written correspondence described above, as well as such other matters deemed relevant and appropriate by the audit committee, the audit committee recommended to our board of directorsBoard that the audited financial statements for the last fiscal year be included in our Annual Report onForm 10-K for the fiscal year ended January 28, 2017.February 2, 2019. The audit committee appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending February 3, 2108,1, 2020, subject to our shareholders approving such appointment at the 2017 annual general meeting of shareholders.2019 Annual General Meeting.

The Audit Committee of the Board of Directors

Robert Switz, Chairman

Michael Strachan, Chairman

Dr. Randhir Thakur

EXECUTIVE OFFICERS OF THE COMPANY

The following table shows information about our executive officers as of May 3, 2017:the Record Date:

Matthew J. Murphy

Mr. Murphy’s biography is President and Chief Executive Officer (“CEO”) of Marvell Technology. He has ledincluded with the Company since joining in July 2016 and also serves as a memberother members of the Company’s board of directors. In his role as CEO, Matt is responsible for leading new technology development, directing ongoing operations and driving Marvell’s growth strategy. Prior to joining Marvell, Matt worked for Maxim Integrated for 22 years, where he advanced through a series of business leadership roles over two decades. Most recently, he was Executive Vice President, Business Units, Sales and Marketing. In this capacity he had company-wide profit and loss responsibility, leading all product development, sales and field applications, marketing and central engineering. From 2011 to 2015, he was Senior Vice President of the Communications and Automotive Solutions Group, leading the team that developed differentiated solutions for those markets. From 2006 to 2011, he was Vice President, Worldwide Sales & Marketing during a time when Maxim’s sales expanded significantly. Prior to 2006, he served in a variety of business unit management and customer operations roles. In prior roles, Matt led the company’s communications, data center, and automotive business groups, all of which experienced significant growth under his leadership. Matt earned a B.A. from Franklin & Marshall College, and is also a graduate of the Stanford Executive Program.Board above.

Jean Hujoined Marvell Technology in August 2016has served as the Company’s Chief Financial Officer (“CFO”).since August 2016. In this role, JeanMs. Hu is responsible for the Company’s financial planning and strategy, accounting and reporting, treasury and tax, as well as investor relations. Jean has a proven track record with almost 20 years of financial leadership in the semiconductor industry. She joined Marvellthe Company from QLogic Corporation, a manufacturer of networking server and storage networking connectivity and application acceleration products, where she was SVP and CFO; sheChief Financial Officer from 2011 to 2016. She also held theserved as Acting CEO roleChief Executive Officer at QLogic from May 2013 to February 2014 and sincefrom August 2015.2015 to August 2016. From 2004 to 2011, she held several senior positions at Conexant Systems, Inc., including CFO,Chief Financial Officer, Treasurer and SVP of Business Development. JeanMs. Hu earned a Ph.D. in Economics from Claremont Graduate University and a B.S. in Chemical Engineering from Beijing University of Chemical Engineering.

Daniel Christman has served as Executive Vice President of the Storage Business Group since January 2017. In this role, DanMr. Christman oversees Marvell’sthe Company’s HDD, SSD and Networked EnterpriseData Center Storage solutions. DanSolutions. Mr. Christman joined Marvellthe Company in 2016 as Executive Vice President of Strategic Planning before assuming his current role in 2017. From March 2015 through August 2016, DanMr. Christman served as Chief Marketing Officer at ESS Technology, a manufacturer of computer multimedia products, where he was responsible for product roadmaps and strategy, as well as marketing and global customer relationships. Prior to that time, DanMr. Christman spent 17 years at Maxim Integrated, which designs, manufactures and sells analog and mixed-signal integrated circuits, in various executive and general management roles, where he earned a reputation for his ability to identify new market trends, grow new revenue streams and transform struggling business units into profitable growth engines. From 2011 through 2015, he servedmost recently as Maxim’s Vice President and General Manager of the Human Interface Business Unit. DanUnit from 2011 through 2015. Mr. Christman earned a B.S. in Electrical Engineering from Rensselaer Polytechnic Institute and a B.S. in Physics from SUNY Oneonta.Oneonta and is a graduate of the Stanford Executive Program.

Mitchell Gaynor has served as the Company’sExecutive Vice President, Chief Administration and Legal Officer and Secretary since April 2017, after servinghaving previously served as the Company’sour Executive Vice President, Chief Legal Officer and Secretary since May 2016. Mitch overseesPrior to joining the Company’s human resources, legal, compliance and government affairs functions. From 2004

throughCompany in 2016, from 2011 to 2015 Mitchhe served as General Counsel and held a variety of executive roles at Juniper Networks, Inc., most recently serving as Executive Vice President, General Counsel and Secretary.Secretary at Juniper Networks, Inc., a developer and marketer of networking products. In addition, while at Juniper he held a variety of executive roles including Senior Vice President, General Counsel and Secretary from February 2008 to February 2011 and Vice President, General Counsel, and Secretary from February 2004 to February 2008. Previous to Juniper, he served as Vice President and General Counsel at Portal Software, Inc. from 1999 to 2004 and as General Counsel and otherin senior legal roles at Sybase, Inc. from 1993 to 1999, including General Counsel from 1997 to 1999. MitchMr. Gaynor began his legal career at Brobeck, Phleger and Harrison, LLP in 1984. He holds a J.D.Juris Doctor degree from the University of California, Hastings College of the Law, and a B.A. in historyHistory from the University of California, Berkeley.

Raghib Hussain has served as the Company’s Executive Vice President for the Networking and Processors Group since July 2018. He also serves as the Company’s Chief Strategy Officer. Prior to joining the Company in

2018, Mr. Hussain served as the Chief Operating Officer of Cavium, a company heco-founded in 2000. Prior to launching Cavium, Mr. Hussain held engineering roles at both Cisco Systems, Inc. and Cadence Design Systems Inc., and helped found VPNet, an enterprise security company. Mr. Hussain earned a B.S. in Computer Systems Engineering from NED University in Karachi, Pakistan, and an M.S. in Computer Engineering from San Jose State University. He holds 30 patents in the fields of networking and security.

Neil Kimjoined has served as the Company asExecutive Vice President and Chief Technology Officer insince April 2017. In this role, NeilMr. Kim oversees Marvell’sthe Company’s advanced technology and process development efforts. Mr. Kim plans to retire from Marvell on May 31, 2019. Prior to joining Marvell, Neilthe Company in 2017, Mr. Kim served as the Executive Vice President of Operations and Central Engineering at Broadcom, a designer, developer, manufacturer and global supplier of semiconductor and infrastructure software solutions, where he was responsible for all centralized engineering development, global operations and procurement. During his17-year tenure at Broadcom, he also held a variety of senior management positions in engineering. Prior to joining Broadcom in 2000, he was the Vice President of Engineering at Western Digital. Mr. Kim serves on the board of directors of Astronics Corporation. A holder of 33 patents, Neilhe earned his B.S. in Electrical EngineeringB.S.E.E. from the University of California, Berkeley.

Christopher Koopmans has served as Executive Vice President, Networking and Connectivity (formerly known as the Smart Networked Devices and Solutions Business Group) since July 2016. Prior to joining Marvell in 2016, Chris served as Vice President and General Manager of Service Provider Platforms at Citrix Systems from July 2012 through May 2016, where he drove the company’s strategy for the communications service-provider market. Chris joined Citrix with the acquisition of ByteMobile in 2012, a company he hadco-founded and served as Chief Operating Officer. During his tenure at ByteMobile, Chris was instrumental in defining and executing the company’s strategy for video optimization and traffic management products. Before joining ByteMobile, he worked as an engineer at Intel Corporation and SGI. Chris earned a B.S. from the University of Illinois and was subsequently awarded a National Science Foundation Graduate Research Fellowship. He has 15 patents issued or pending.

Thomas Lagatta has served as Executive Vice President, Worldwide Sales and Marketing since December 2016. In this role, TomMr. Lagatta is responsible for the Company’s direct and channel sales, sales operations, marketing, and corporate communications. Prior to joining Marvellthe Company in 2016, TomMr. Lagatta served as President and CEOChief Executive Officer of Numecent, a late-stage cloudstart-up, from January 2015 through December 2016. From January 2014 to December 2014, he served as a sales consultant for Coto Global Consulting, a support service company. From June 2002 to January 2014,April 2013, he served in a variety of executive leadership roles at Broadcom, including EVP of Business Development, EVP of Worldwide Sales, and SVP and General Manager of the Enterprise Computing Group. Over the course of his career, he has also held sales and business unit leadership roles at Anadigics, Avnet and Symbios. TomMr. Lagatta earned an M.S. in Electrical Engineering from the University of Southern California and a B.S. in Electrical Engineering from The Ohio State University.

Andrew Micallef has served as Executive Vice President and Chief Operations Officer since June 2016. He is responsible for overseeing all of the Company’s manufacturing, procurement, supply chain management, logistics, quality, product and test engineering, as well as its information technology and facilities. In his role, AndyMr. Micallef is also responsible for Marvell’sthe Company’s chip production and managing relationships with related vendors and process partners. Hepartners and is a16-year19-year veteran of the semiconductor industry. Prior to joining Marvellthe Company in 2016, he served as SVP Operations at Intersil, a semiconductor company, from January 2015 through June 2016 and VP Customer Engineering and Operations at Audience from July 2010 through January 2015. Prior to that, he held key leadership roles in operations at Intersil from January 2015 through June 2016, Audience from July 2010 through January 2015, LSI from April 2007 through July 2010, and Agere Systems from September 2006 to April 2007. He has also played key operations and finance roles atFujitsu-ICL Systems and IBM. AndyMr. Micallef began his career as a mechanical and fluid systems design engineer with General Dynamics. He holds an M.B.A. and an M.S. in Mechanical Engineering from the University of Michigan, and a B.S. in Mechanical Engineering from the University of Notre Dame.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our shares as of February 2, 2019, the Record Date,last day of our fiscal year, except as noted otherwise, for: `

Unless otherwise indicated, the address of each of the beneficial owners is c/o Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, CA 95054.

(1)

Unless otherwise indicated, to our knowledge, all persons listed have sole voting and investment power with respect to their shares, except to the extent authority is shared by spouses under applicable law. The number of shares beneficially owned by each shareholder is determined in accordance with the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial

Juliet LLC, Starboard Select II LP, Starboard T LP, and the shares held in the Starboard Value LP Account. Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP, may be deemed the beneficial owner of the shares owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, and the shares held in the Starboard Value LP Account. Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP, may be deemed the beneficial owner of the shares owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, and the shares held in the Starboard Value LP Account. Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co, may be deemed the beneficial owner of the shares owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, and the shares held in the Starboard Value LP Account. Each of Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the shares owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, and the shares held in the Starboard Value LP Account. Mr. Feld expressly disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

(5)	Based solely on information on Schedule 13G/A13G filed with the SEC on February 14, 2017.8, 2019. As reported therein, BlackRock reports sole voting power over 31,140,307 shares and sole dispositive power over 35,692,591 shares.

(6)	Includes 17,3220 restricted stock units that willscheduled to vest within 60 days after April 19, 2017.February 2, 2019.

(7)	144,517 shares are held by the Matthew and Laura Murphy Family Trust UTD 7/10/2007 of which Mr. Murphy and his spouse are the trustees. 1,755 shares held directly by Mr. Murphy.

(8)	Includes 8,0110 restricted stock units that willscheduled to vest within 60 days after April 19, 2017.

(8)

February 2, 2019. Includes 3,246 shares held by Mr. Feld directly. Also includes 17,322 restricted stock units that will vest within 60 days after April 19, 2017. See footnote (4) for information regarding shares held by Starboard Value LP with which Mr. Feld is affiliated. Mr. Feld expressly disclaims beneficial ownership of the shares held by Starboard, except to the extent of his pecuniary interest therein.1,260,331 vested options.

(9)	Includes 17,322 restricted stock units that will vest within 60 days after April 19, 2017.

(10)

Includes 31,29816,298 shares held by the Strachan Revocable Trust DTD 1/26/01 of which Mr. Strachan is a trustee and beneficiary; 7,86012,860 shares held by Mr. Strachan’s IRA; 7,830 shares held by his spouse’s IRA; and 2,38032,338 shares held directly by Mr. Strachan. Also includes 17,322Includes 0 restricted stock units that willscheduled to vest within 60 days after April 19, 2017.February 2, 2019.

(11)(10)

Includes 17,3222,500 shares held by the Robert E Switz Trust of which Mr. Switz is a trustee and 35,704 shares held directly by Mr. Switz. Includes 0 restricted stock units that willscheduled to vest within 60 days after April 19, 2017.February 2, 2019.

(12)(11)

Includes 48,07826,108 shares held by the Thakur Family Trust DTD 6/7/1999Emaad Hussain 2007 Irrevocable Trust; 26,108 shares held by the Reja Ragib 2007 Irrevocable Trust; 26,108 shares held by the Zayaan Hussain Irrevocable Trust; and 50,000650,794 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 19, 2017. Also includes 17,322held directly by Mr. Hussain. Includes 0 restricted stock units that willscheduled to vest within 60 days after April 19, 2017.February 2, 2019. Includes 410,622 vested options.

(13)(12)

Includes 19,8470 restricted stock units that willscheduled to vest within 60 days after April 19, 2017.February 2, 2019. Includes 1,670,953 vested options.

(14)	Includes 16,344 restricted stock units that will vest within 60 days after April 19, 2017.

(15)	Includes 19,096 restricted stock units that will vest within 60 days after April 19, 2017.

(16)	Based solely on information provided by the reporting person on a Form 4 filed with the SEC on September 9, 2016.

(17)	Includes 166,230 restricted stock units that will vest within 60 days after April 19, 2017 and 50,000 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 19, 2017.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Exchange Act and the rules promulgated thereunder, our officers and directors and persons who beneficially own more than 10% of our shares are required to file with the SEC and furnish to us reports of ownership and change in ownership with respect to all our equity securities. Based solely on our review of the copies of such reports received by us during or with respect to the fiscal year ended January 28, 2017,February 2, 2019, and representations from such reporting persons, we believe that our officers, directors and 10% shareholders complied with all Section 16(a) filing requirements applicable to such individuals.individuals, except that one Form 4 for Raghib Hussain was filed late due to an administrative error.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

ThisOur Compensation Discussion and Analysis provides information regardingdescribes compensation paid to ourthe following named executive officers listed in the Summary Compensation Table duringfor fiscal 2017,year 2019, which ran frombegan on February 1, 2016 through January 28, 2017.3, 2018 and ended on February 2, 2019:

Executive Summary

Executive Summary

Fiscal Year 20172019 Highlights

Despite significant challenges in fiscal 2017, we accomplished important financial and operational objectives during the year, including:

We announced our intention to repurchase shares of our common stock up to $1 billion in value, of which we intend to repurchase $500 million from November 2016 through October 2017 (subject to market conditions and corporate considerations), some of which were purchased in the fourth quarter of fiscal 2017.

Overview of Executive Compensation

Our executive compensation consultant who provides services directlyprogram, as overseen by the ECC, is designed to implement our pay for performance philosophy. To support the ECC.Company’s continued transformation and advancement, our compensation program links our financial and operational performance and theshort-and long-term incentives used to reward our executives. The program is designed to deliver a target mix of fixed and variable compensation weighted toward performance and the creation of shareholder value, putting a substantial portion of each executive’s target total direct compensation “at risk.”

for our fiscal 2018 named executive officer compensation as well as feedback fromprogram. In light of the strong support of our shareholders throughouton the course of such year, although wesay-on-pay vote, the ECC did not make any changes to our named executive officer compensation program specifically as a direct result of the 2016 Say on Pay2018say-on-pay vote. We will continue

The ECC continues to proactively review and refine our compensation program design to align the program with appropriate incentives to drive an increase in shareholder value.

Determining Compensation for Our Named Executive Officers

The Role of the ECC

The ECC oversees the development and administration of our executive compensation program, including the underlying philosophy and related policies. The ECC members are independent members of the Board, as determined under the rules of Nasdaq, the SEC and the Internal Revenue Code (“IRC”).

As part of its responsibilities, the ECC conducts an annual review of the base salary, target bonus opportunities and equity awards made to our named executive officerofficers and determines and approves their compensation programpackages and take actionspayouts. The ECC was assisted in this review in fiscal 2019 by its independent compensation consultants, and by senior members of the Company’s human resources and legal organizations.

The Role of the Compensation Consultant

Under its charter and in accordance with SEC and Nasdaq rules, the ECC has the authority to ensure that executive pay is aligned with company performance.

Compensation Process

ECC. During a portiondirectly select and retain the services of its own independent compensation consultant who reports to the committee’s chairman.During fiscal 2019, the ECC engaged the services of F.W. Cook and Compensia as its independent compensation consultants. F.W. Cook served as the ECC’s compensation consultant between the beginning of fiscal 2017, each of Dr. Gromer, Dr. Kassakian, Mr. Krueger, Dr. Thakur, Mr. Khaykin, Mr. Feld2019 and Mr. Brown served for a time onJuly 2018, and Compensia began serving as its compensation consultant starting August 2018. During fiscal 2019, neither consultant provided services to the ECC. From February through April, the ECC consisted of Dr. Gromer (Chairman), Dr. Kassakian, Mr. Krueger and Dr. Thakur. In May, the ECC membership was reconstituted, with Mr. Krueger and Dr. Thakur leavingCompany other than services to the ECC, and Mr. Khaykineach consultant worked with the Company’s management, as directed by the ECC, only on matters for which the ECC is responsible. The ECC retains its independent compensation consultants to provide information, analysis and Mr. Feld joining Dr. Gromeradvice regarding executive compensation; however, the ECC makes all decisions regarding the compensation of our executive officers.

The compensation consultant attended meetings of the ECC during fiscal 2019, and Dr. Kassakian,provided the following services:

The Role of Management. An

One key objective of theour executive compensation program is to align the executive compensation program with shareholders’ interests and our business strategy. The ECC believes this alignment

can be best achieved by consulting with members of our senior management because of their familiarity with ourday-to-day operations. As such, management provides the ECC with insights into ourTo gain insight onday-to-day operations the kinds ofand what rewards and incentives that they believe would be most effective and recommendations for compensation decisions.to achieve this alignment, the ECC may receive input from the Company’s senior management. During fiscal 2017,2019, the ECC also consulted with senior members of the Company’s human resources and legal organizationorganizations when formulating compensation plans, and members of those groups attended certainthe ECC meetings. While the ECC seeks the input of management in its compensation deliberations, the ECC regularly meets in executive session without any members of management, and no executive officer participates in the ECC’s deliberations over any componentthe amount of his or her own compensation.individual compensation (although the Chief Executive Officer and Chief Administration and Legal Officer participated in discussions regarding the design and targets of our incentive compensation programs).

The Role of Compensation Consultant; Conflicts of Interest.the Chief Executive Officer Under its charter,

Mr. Murphy meets with the ECC has the authority to directly retain outside legal counselat its request and other advisers. Pursuant to that authority, the ECC directly retained Mercer as its independentmakes compensation consultant from April 2009 through January 2017. In January 2017, the ECC retained F.W. Cook as its independent compensation consultant. The ECC retains its independent compensation consultant to provide information, analysis and advice regarding executive compensation, as described below; however, the ECC makes all decisions regarding the compensation of our executive officers. The compensation consultant who performs these services reports to the chairman of the ECC.

The Mercer consultant attended meetings of the ECC during the majority of fiscal 2017, as requested by the chairman of the ECC. Mercer provided the following services to us during that period:

The F.W. Cook consultant attended meetings of the ECC during fiscal 2018 through the date of this proxy statement, and provided the following services for us during that period:

Under rules promulgated by the SEC, the ECC must determine, after taking into account six independence-related factors, whether any work completed by a compensation consultant raised any conflict of interest. For

fiscal 2017, the ECC did not identify any conflict of interestrecommendation with respect to Mercer during their tenure. Upon commencement ofhis own compensation. The senior executives are not present at the engagement of F.W. Cooktime such recommendations are made. Mr. Murphy’s recommendations are based in fiscal 2018,part upon the compensation information gathered by the ECC’s compensation consultants and the Company’s human resources professionals. Mr. Murphy shares with the ECC did not identify any conflicthis evaluation of interest with respect to F.W. Cook.each senior executive’s performance and contributions. The ECC considers each senior executive’s scope of responsibilities and experience, and balances these against competitive compensation levels, including retention requirements and succession potential.

The Role of Peer Groups and Benchmarking – Market Analysis

The ECC considers relevant market pay practices when setting executive compensation. Market practices, or benchmarks, are based onIn December 2017, F.W. Cook suggested, and the ECC approved, certain revisions to the compensation peer group, proxy data. For fiscal 2017,with the result that the median peer company revenue and market capitalization were increased to more closely align with expected Company revenue and market capitalization after the closing of the transaction with Cavium. At that time, the ECC undertook a detailedremoved Cavium, Ciena Corporation, Cirrus Logic, Inc., Linear Technology Corporation, and Integrated Device Technology, Inc. from the peer group review incorporatingand added Palo Alto Networks Inc., Cadence Design Systems, Inc., Synopsys Inc., NetApp, Inc. and Seagate Technology PLC to the following considerations:

As a result of that review, the ECC approved a revised peer group for fiscalNovember 30, 2017 are as set forth in the following table, of 16 semiconductor and related equipment companies with average peer company revenue size closely aligned with Marvell. The approved peer group includes 14 companies from the Philadelphia Semiconductor Sector Index, the index used by the Company to measure TSR in connection with some of our performance-based equity grants, and overlaps with both the Marvell fiscal 2016 peer group and comparator companies used by shareholder advisory groups. (The peer group has been modified again for fiscal 2018, as discussed in the section of this Compensation Discussion and Analysis describing select forward-looking fiscal 2018 decisions.)follows: