SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2018
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
22 Victoria Street
Hamilton HM 12
(Address of principal executive offices)
(Registrants telephone number, including area code)
(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:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2018, the Board of Directors of Marvell Technology Group Ltd. (the Company) appointed Willem Meintjes as the Companys principal accounting officer effective June 29, 2018. The Companys former principal accounting officer, David Caron, will remain with the Company during a transition period.
Mr. Meintjes, 38, has served as the Companys Senior Vice President of Finance since June of 2016. Prior to joining the Company, he was Vice President and Corporate Controller at Newport Corporation from 2015 to June 2016, and Vice President and Controller at International Rectifier from 2013 to 2015. Mr. Meintjes holds a Bachelor of Commerce in Accounting and a Bachelor of Commerce (Honors) in Accounting from the University of Johannesburg, and participated in Stanford Universitys Strategic Financial Leadership Program in 2018.
Mr. Meintjess current annual base salary is $385,575, and he has a 50% annual bonus opportunity. He and the Company entered into a Severance Agreement in December 2016 (the Severance Agreement) pursuant to which, prior to January 1, 2022, Mr. Meintjes would be entitled to certain benefits upon his involuntary termination without Cause or his voluntary resignation for Good Reason (both as defined in the Severance Agreement) as follows: (i) 12 months of salary, payable in a lump sum; and (ii) reimbursement for 12 months of health benefit coverage under COBRA. A copy of the Severance Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
At the Companys Annual General Meeting of Shareholders held on June 28, 2018, 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 a one-year term until the 2019 annual general meeting of shareholders, based upon the following votes:|
William Tudor Brown
Richard S. Hill
Matthew J. Murphy
Robert E. Switz
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 and non-binding basis, the compensation of the Companys named executive officers, was approved based upon the following votes:|
|3.||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 2, 2019, was approved based upon the following votes:|
|Item 8.01||Other Events.|
On June 28, 2018, the Company announced that Chinas State Administration for Market Regulation has approved the Companys previously announced merger transaction with Cavium, Inc. The merger remains subject to customary closing conditions and the Company currently expects the merger to close in July 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
On June 28, 2018, 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, 2018 to all shareholders of record as of July 9, 2018. A copy of the press release is furnished herewith as Exhibit 99.2 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.|
|10.1||Severance Agreement between the Company and Willem Meintjes, dated December 9, 2016.|
|99.1||Press release dated June 28, 2018 titled Marvell Technology Group Ltd. Announces Receipt of Chinese Regulatory Approval for Cavium Acquisition.|
|99.2||Press Release dated June 28, 2018 titled Marvell Technology Group Ltd. Declares Quarterly Dividend Payment.|
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 29, 2018
|MARVELL TECHNOLOGY GROUP LTD.|
|By:||/s/ Jean Hu|
|Chief Financial Officer|