Marvell Technology, Inc. (MRVL)
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AGM 2024

Jun 20, 2024

Operator

Welcome to the 2024 Annual Meeting of Stockholders of Marvell Technology Inc. At this time, I would like to introduce our first speaker, Mr. Matt Murphy.

Matt Murphy
Chairman and CEO, Marvell Technology Inc

Welcome, everyone, and thank you for joining. It is 12:00 P.M. Pacific Time, and I now call the 2024 annual meeting to order. I'm Matt Murphy, Chairman of the Board and CEO of Marvell. I will also serve as chairman of this annual meeting. During this virtual meeting, if you are experiencing any technical difficulties that require assistance, please contact the technical support number that is posted on the annual meeting login page. Technical support will be available until the meeting is finished. Hitting the refresh button on your computer screen may also fix minor technical problems. With me today on the call are Willem Meintjes, our Chief Financial Officer, Mark Casper, our Chief Legal Officer and Secretary, Janice Hall, our Chief Human Resources Officer, Ashish Saran, our Senior Vice President of Investor Relations. Mr. Saran will also be reading the questions submitted by stockholders during the meeting.

Scott Smith of Deloitte & Touche LLP, the company's auditors and independent registered public accounting firm, and Suzanne Miller, our Inspector of Election. Also attending by phone are other officers and directors of the company. This annual meeting is being held in accordance with the company's bylaws, the Delaware General Corporation Law, and the agenda and rules of conduct, the latter of which have been posted on the virtual annual meeting website. We ask that these participants abide by these rules, and thank you for your cooperation. During the formal meeting, we will address matters contained in the notice of annual meeting of stockholders, which are described in the company's proxy statement, dated May 8th, 2024. The polls opened at the beginning of the meeting, and we will close the polls immediately after the presentation of today's proposals.

Please note that if you have already voted, there is no need to do so again unless you wish to change your vote. If you wish to vote at this time, you may vote online following the instructions available on the virtual meeting website. After the polls have closed, an announcement will be made regarding the preliminary voting results, and then the formal meeting will end. Please note that during the formal meeting, questions will be limited to the procedures for the meeting and the proposals under consideration. Following the formal meeting, we will have a Q&A session to answer stockholders' questions of general interest. You can submit your questions at any time during the meeting, starting now. To ask a question, you may use the Q&A button on the meeting website. If you ask a question, please follow the rules of conduct on the virtual meeting website.

We ask that you limit yourself to one question. We are hereby appointing Ms. Suzanne Miller to act as Inspector of Election for this meeting. The Inspector of Election has signed the customary oath of office, which will be filed with the minutes of this meeting. The Inspector of Election will now provide information regarding the shares eligible to vote at the meeting.

Suzanne Miller
Inspector of Election, Marvell Technology Inc

We have proof by affidavit from Broadridge that notice of this annual meeting has been given, and that the notice of annual meeting of stockholders, proxy statement relating to the matters to be considered at this meeting, and a proxy card were mailed commencing on May 8th, 2024, to each stockholder of record as of the close of business on April 25, 2024, the record date for this meeting. According to the records of the company, as of the record date, a total of 865,475,012 of the company's common shares were issued and entitled to vote at this meeting. Of these, 762,517,197 shares, or approximately 88% of the outstanding shares, are represented online or by proxy at this meeting.

A copy of the affidavit is available to stockholders for inspection. A list of the company's stockholders is available upon request.

Matt Murphy
Chairman and CEO, Marvell Technology Inc

The company's bylaws provide that a majority of the voting power of the stock outstanding and entitled to vote at the meeting constitutes a quorum. I've been advised by the Inspector of Election that we have a quorum. Therefore, as Chairman, I declare that a quorum is present and that we may now carry out the official business of the meeting. Mr. Casper will now describe the proposals to be considered at the meeting.

Mark Casper
Chief Legal Officer and Secretary, Marvell Technology Inc

We are here today to consider and approve the following proposals. Number one, the election of 11 directors. Number two, an advisory non-binding vote on our named executive officer's compensation. And number three, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025. The nominees for director receiving the affirmative vote of at least a majority of the votes cast at the meeting with respect to his or her election, will be elected as directors to serve until the next annual meeting.

The advisory vote to approve the compensation of our named executive officers and the vote for the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending February 1, 2025, each require the affirmative vote of at least a majority of the voting power of our stock present or represented by proxy and entitled to vote at the annual meeting to be approved. A detailed description of each proposal was included in the proxy materials mailed to each stockholder. The Board of Directors recommends the approval of each proposal. Each proposal is hereby submitted to the stockholders for approval. Scott Smith of Deloitte & Touche is participating in today's meeting. Does anyone have any questions for Mr. Smith relating to the appointment of Deloitte?

Does anyone have any questions regarding any of the proposals before we close the polls?

Ashish Saran
SVP of Investor Relations, Marvell Technology Inc

No, we have not received any questions.

Matt Murphy
Chairman and CEO, Marvell Technology Inc

Thank you, Mr. Saran. At this time, I see no additional questions on these proposals. I will now pause for a moment to allow any final votes to be placed. It is now 12:06 P.M. Pacific Time on June 20th, 2024, and the poll for each matter to be voted on at this meeting is now closed. No additional votes and no changes or revocations of votes will be accepted. Now that the polls are closed, the Inspector of Election has provided us with a preliminary report. Mr. Casper will announce the preliminary results of the voting for each proposal.

Mark Casper
Chief Legal Officer and Secretary, Marvell Technology Inc

Thank you, Matt. With regard to the proposal to elect the directors, I declare each of the director nominees listed in the proxy statement to be elected by the requisite majority. With regard to the proposal to approve on an advisory and non-binding basis the compensation of our named executive officers, I declare that the resolution was approved by the requisite majority. With regard to the proposal to ratify the selection of Deloitte &b Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025, I declare the resolution carried by the requisite majority.

Matt Murphy
Chairman and CEO, Marvell Technology Inc

Thank you, Mark. The final results of the voting will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K, filed with the SEC, not later than four business days after this meeting. I will now terminate the formal meeting. We will now address general stockholder questions that we have received in accordance with the rules of conduct.

Mark Casper
Chief Legal Officer and Secretary, Marvell Technology Inc

I would like to remind everyone that certain comments today may include forward-looking statements, which are subject to significant risks and uncertainties, and which could cause our actual results to differ materially from management's current expectations. Please review the cautionary statements and risk factors contained in our most recent Form 10-K, Form 10-Q, and Form 8-K filings with the SEC. We do not intend to update our forward-looking statements. In addition, during our call today, we may refer to certain non-GAAP financial measures. A reconciliation between our GAAP and non-GAAP financial measures is available on our website in the Investor Relations section.

Matt Murphy
Chairman and CEO, Marvell Technology Inc

Mr. Saran, have we received any questions from our stockholders?

Ashish Saran
SVP of Investor Relations, Marvell Technology Inc

No, we have not received any questions.

Matt Murphy
Chairman and CEO, Marvell Technology Inc

Okay. Well, I would like to thank all of you for your attendance at today's meeting. Thank you very much.

Mark Casper
Chief Legal Officer and Secretary, Marvell Technology Inc

Thank you.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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