Marvell Technology : Submission of Matters to a Vote of Security Holders - Form 8-K

8-K

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: June 23, 2022

(Date of earliest event reported)

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

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, Delaware19801

(Address of principal executive offices, including Zip Code)

[phone]

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-Kfiling 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)

☐

Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencementcommunications 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(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 Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 23, 2022, stockholders 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 a one-yearterm until the 2023 Annual Meeting of Shareholders, based upon the following votes:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTE		TOTAL
Sara Andrews		615,401,903		18,886,907		417,022		96,828,020		731,533,852
Tudor Brown		630,243,051		4,024,555		438,226		96,828,020		731,533,852
Brad Buss		570,053,650		64,211,570		440,612		96,828,020		731,533,852
Edward Frank		620,245,144		14,021,964		438,724		96,828,020		731,533,852
Richard S. Hill		632,589,682		1,667,620		448,530		96,828,020		731,533,852
Marachel Knight		633,644,091		632,617		429,124		96,828,020		731,533,852
Matthew J. Murphy		633,686,455		626,959		392,418		96,828,020		731,533,852
Michael Strachan		633,132,035		1,156,249		417,548		96,828,020		731,533,852
Robert E. Switz		604,659,238		29,601,891		444,703		96,828,020		731,533,852
Ford Tamer		632,796,591		1,472,435		436,806		96,828,020		731,533,852

2. The proposal to approve, on an advisory non-bindingbasis, the compensation of the Company's named executive officers, was approved based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTE		TOTAL
588,314,184		45,775,680		615,968		96,828,020		731,533,852

3. The proposal to amend the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan to remove the term of the plan and to remove the annual evergreen feature of the plan:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTE		TOTAL
632,570,151		1,634,910		500,771		96,828,020		731,533,852

4. 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 January 28, 2023, was approved based upon the following votes:

FOR		AGAINST		ABSTAIN		TOTAL
730,532,821		754,466		246,565		731,533,852

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.

		MARVELL TECHNOLOGY, INC.
Date: June 24, 2022			By:		/s/ Mark Casper
			Mark Casper
			Sr. Vice President and General Counsel