UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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| 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 | ||||||