Current Report Filing (8-k)
June 19 2017 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2017
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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0-30877
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77-0481679
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441)
296-6395
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual General Meeting of Shareholders held
on June 15, 2017 for Marvell Technology Group Ltd. (the Company), shareholders voted on the matters as set forth below. Each issued common share was entitled to one vote on the proposals voted on at the meeting.
1.
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The nominees for election to the Board were elected, each for a
one-year
term until the 2018 annual general meeting of shareholders, based upon the following votes:
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For
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Against
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Abstain
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Broker Non-
Votes
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William Tudor Brown
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320,701,467
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6,179,739
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811,360
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67,784,030
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Peter A. Feld
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311,865,870
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15,017,131
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809,565
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67,784,030
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Richard S. Hill
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276,345,615
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48,378,961
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2,967,990
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67,784,030
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Oleg Khaykin
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319,914,656
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6,969,423
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808,487
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67,784,030
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Matthew J. Murphy
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325,247,551
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1,669,693
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775,322
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67,784,030
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Michael Strachan
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322,870,433
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4,012,338
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809,795
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67,784,030
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Robert E. Switz
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321,728,590
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5,153,206
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810,770
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67,784,030
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Randhir Thakur, Ph.D.
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323,615,153
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3,267,559
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809,854
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67,784,030
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With respect to the election of each director, an abstain vote had the same effect as an against vote.
2.
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The proposal to approve, on an advisory and
non-binding
basis, the compensation of the Companys named executive officers, was approved based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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310,728,149
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16,115,144
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849,273
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67,784,030
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3.
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The proposal to approve the frequency of a shareholder vote to approve the compensation of the Companys named executive officers, was approved based upon the following votes:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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297,563,337
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315,375
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29,031,600
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782,254
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67,784,030
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4.
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The proposal to appoint Deloitte
& Touche LLP as the Companys auditors and independent registered public accounting firm, and authorization of the audit committee, acting on behalf of the
Companys board of directors, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for the fiscal year ending February
3, 2018, was approved based upon the following
votes:
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For
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Against
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Abstain
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394,255,089
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359,159
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862,348
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In response to the shareholder vote in Item 5.07 above regarding the frequency of a
shareholder vote on executive compensation, on June 16, 2017 the Companys board of directors determined that the Company would continue to hold a shareholder advisory nonbinding vote regarding the compensation of the Companys named
executive officers every year.
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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: June 19, 2017
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MARVELL TECHNOLOGY GROUP LTD.
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By:
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/s/ Mitchell L.
Gaynor
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Mitchell L. Gaynor
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Chief Administration and Legal Officer
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3
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