UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 20, 2024
(Date of earliest event reported)
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MARVELL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | | | | |
| Delaware | | 001-40357 | | 85-3971597 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1000 N. West Street, Suite 1200
Wilmington, Delaware 19801
(Address of principal executive offices, including Zip Code)
(302) 295-4840
(Registrant’s telephone number, including area code)
_________________________
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: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock | | MRVL | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting of Stockholders held on June 20, 2024, stockholders voted on the matters set forth below. Each issued share of common stock was entitled to one vote on each of the proposals voted on at the meeting.
1. The nominees for election to the Board were elected, each for a one-year term until the 2025 Annual Meeting of Stockholders, based upon the following votes:
| | | | | | | | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BNV | TOTAL |
| Sara Andrews | 664,941,879 | 646,816 | 846,208 | 96,082,294 | 762,517,197 |
| W. Tudor Brown | 600,261,928 | 65,322,887 | 850,088 | 96,082,294 | 762,517,197 |
| Brad W. Buss | 564,135,601 | 100,980,836 | 1,318,466 | 96,082,294 | 762,517,197 |
| Daniel Durn | 663,105,691 | 2,482,922 | 846,290 | 96,082,294 | 762,517,197 |
| Rebecca W. House | 640,763,970 | 24,738,988 | 931,945 | 96,082,294 | 762,517,197 |
| Marachel L. Knight | 663,012,312 | 2,533,916 | 888,675 | 96,082,294 | 762,517,197 |
| Matthew J. Murphy | 636,543,068 | 27,673,935 | 2,217,900 | 96,082,294 | 762,517,197 |
| Michael G. Strachan | 660,884,863 | 4,695,381 | 854,659 | 96,082,294 | 762,517,197 |
| Robert E. Switz | 571,211,535 | 94,376,044 | 847,324 | 96,082,294 | 762,517,197 |
| Ford Tamer | 659,499,596 | 6,104,168 | 831,139 | 96,082,294 | 762,517,197 |
| Richard P. Wallace | 663,060,287 | 2,523,866 | 850,750 | 96,082,294 | 762,517,197 |
2. The proposal to approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | TOTAL |
| 344,435,188 | 320,769,381 | 1,230,334 | 96,082,294 | 762,517,197 |
3. The proposal to approve the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending February 1, 2025, was approved based upon the following votes:
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | TOTAL |
| 757,718,526 | 3,742,631 | 1,056,040 | 762,517,197 |
Item 8.01 Other Events.
On June 21, 2024, 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, 2024 to all stockholders of record as of July 12, 2024. 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 stockholders, its results of operations, cash balances and future cash requirements, financial condition, statutory requirements of Delaware law, and other factors that the Board of Directors may deem relevant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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.
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| MARVELL TECHNOLOGY, INC. |
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| Date: June 21, 2024 | By: | /s/ Mark Casper |
| | Mark Casper |
| | EVP, Chief Legal Officer and Secretary |
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