Item 5.07 Submission of Matters to a Vote of Security Holders.
At the close of business on
1. To approve the Marvell Bye-Law Amendment Proposal, an amendment toMarvell's Fourth Amended and Restated Bye-Laws to reduce the shareholder vote required to approve a merger with any other company from the affirmative vote of 75% of the votes cast at a general meeting of the shareholders, the statutory default underBermuda law, to a simple majority of the votes cast at a general meeting of the shareholders (in each case, provided a quorum is present at such general meeting of the shareholders): For Against Abstain Broker Non-Votes 533,698,481 1,356,745 542,211 0 2. To approve (i) the Agreement and Plan of Merger and Reorganization, dated as ofOctober 29, 2020 , by and amongMarvell ,Marvell Technology, Inc. (f/k/aMaui HoldCo, Inc. ), aDelaware corporation and a wholly owned subsidiary ofMarvell ("MTI"),Maui Acquisition Company Ltd , aBermuda exempted company and a wholly owned subsidiary of MTI ("Bermuda Merger Sub"),Indigo Acquisition Corp. , aDelaware corporation and a wholly owned subsidiary of MTI ("Delaware Merger Sub"), and Inphi Corporation, aDelaware corporation ("Inphi"), pursuant to which (a) Bermuda Merger Sub will be merged with and intoMarvell (the "Bermuda Merger"), withMarvell continuing as a wholly owned subsidiary of MTI, and (b) Delaware Merger Sub will be merged with and into Inphi, with Inphi continuing as a wholly owned subsidiary of MTI; (ii) the statutory merger agreement complying with the requirements of Section 105 of the Companies Act 1981 ofBermuda , as amended; and (iii) the Bermuda Merger (the "Marvell Merger Proposal"): For Against Abstain Broker Non-Votes 534,570,284 396,409 630,744 0 3. To approve adjournments to the Marvell Shareholder Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Marvell Shareholder Meeting to approve the Marvell Bye-Law Amendment Proposal or the Marvell Merger Proposal: For Against Abstain Broker Non-Votes 462,472,079 72,429,279 696,079 0 Item 8.01 Other Events.
On
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release, datedApril 15, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source