UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2019
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 000-30877 | 77-0481679 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441)296-6395
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares | MRVL | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual General Meeting of Shareholders held on June 28, 2019, shareholders voted on the matters set forth below. Each issued common share was entitled to one vote on each of the proposals voted on at the meeting.
1. | The nominees for election to the Board were elected, each for aone-year term until the 2020 annual general meeting of shareholders, based upon the following votes: |
For | Against | Abstain | Broker Non- Votes | |||||||||||||
William Tudor Brown | 570,531,874 | 1,845,162 | 652,711 | 48,650,723 | ||||||||||||
Brad Buss | 570,661,865 | 1,716,498 | 651,384 | 48,650,723 | ||||||||||||
Edward Frank | 570,596,049 | 1,696,067 | 737,692 | 48,650,723 | ||||||||||||
Richard S. Hill | 441,849,736 | 129,256,489 | 1,923,522 | 48,650,723 | ||||||||||||
Oleg Khaykin | 388,289,857 | 184,089,513 | 650,377 | 48,650,723 | ||||||||||||
Bethany Mayer | 570,595,531 | 1,789,996 | 644,221 | 48,650,723 | ||||||||||||
Donna Morris | 566,466,492 | 5,918,516 | 644,739 | 48,650,723 | ||||||||||||
Matthew J. Murphy | 570,576,573 | 1,813,721 | 639,453 | 48,650,723 | ||||||||||||
Michael Strachan | 570,511,108 | 1,869,851 | 648,788 | 48,650,723 | ||||||||||||
Robert E. Switz | 570,061,489 | 2,315,721 | 652,537 | 48,650,723 |
With respect to the election of each director, an “abstain” vote had the same effect as an “against” vote.
2. | The proposal to approve, on an advisory andnon-binding basis, the compensation of the Company’s named executive officers, was approved based upon the following votes: |
For | Against | Abstain | Broker Non-Votes | |||||||||
547,560,057 | 24,643,051 | 826,640 | 48,650,723 |
3. | The proposal to appoint Deloitte & Touche LLP as the Company’s auditors and independent registered public accounting firm, and authorization of the audit committee, acting on behalf of the Company’s board of directors, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for the fiscal year ending February 1, 2020, was approved based upon the following votes: |
For | Against | Abstain | ||||||
619,549,669 | 1,407,374 | 723,427 |
Item 8.01 | Other Events. |
On July 1, 2019, the Company announced that its Board of Directors had declared the payment of its quarterly dividend of $0.06 per share to be paid on July 31, 2019 to all shareholders of record as of July 12, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The payment of future quarterly cash dividends is subject to, among other things, the best interests of the Company and its shareholders, its results of operations, cash balances and future cash requirements, financial condition, statutory requirements of Bermuda law, and other factors that the Board of Directors may deem relevant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release dated July 1, 2019, titled “Marvell Technology Group Ltd. Declares Quarterly Dividend Payment” |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 1, 2019
MARVELL TECHNOLOGY GROUP LTD. | ||
By: | /s/ Mitch Gaynor | |
Mitchell Gaynor | ||
Chief Administration and Legal Officer |