SEC Form 8-K filed by Marvell Technology Inc.

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 13, 2025

(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, 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)

 

☐

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))

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 Stock		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-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 Annual Meeting of Stockholders of Marvell Technology, Inc. (the “Company”) held on June 13, 2025, 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 2026 Annual Meeting of Stockholders, based upon the following votes:

 

		FOR				AGAINST				ABSTAIN				BNV				TOTAL
Sara Andrews			606,907,468				1,298,916				665,357				117,168,754				726,040,495
W. Tudor Brown			585,410,834				22,828,207				632,700				117,168,754				726,040,495
Brad W. Buss			588,546,532				19,684,607				640,602				117,168,754				726,040,495
Daniel Durn			607,615,852				617,023				638,866				117,168,754				726,040,495
Rebecca W. House			600,017,465				8,171,039				683,237				117,168,754				726,040,495
Marachel L. Knight			601,604,734				6,620,770				646,237				117,168,754				726,040,495
Matthew J. Murphy			572,887,155				31,408,362				4,576,224				117,168,754				726,040,495
Richard P. Wallace			597,116,140				11,159,212				596,389				117,168,754				726,040,495

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:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE		TOTAL
504,237,077		100,024,199		4,610,465		117,168,754		726,040,495

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 January 31, 2026, was approved based upon the following votes:

 

FOR		AGAINST		ABSTAIN		TOTAL
720,721,539		3,593,623		1,725,333		726,040,495

4.  The stockholder proposal to implement an Independent Board Chairman was not approved based upon the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE		TOTAL
231,974,990		375,903,139		993,612		117,168,754		726,040,495

Item 8.01

Other Events.

On June 13, 2025, 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, 2025 to all stockholders of record as of July 11, 2025. 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.

 

99.1		Press Release dated June 13, 2025, titled “Marvell Technology, Inc. Declares Quarterly Dividend Payment”
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.

 

				MARVELL TECHNOLOGY, INC.
Date: June 13, 2025				By:		/s/ Mark Casper
						Mark Casper
						EVP, Chief Legal Officer and Secretary