Welcome to the 2025 Annual Meeting of Stockholders of Marvell Technology. At this time, I would like to introduce our first speaker, Mr. Matt Murphy.
Thank you. Hey, welcome everyone, and thank you for joining. It's 9:00 A.M. Pacific time, and I now call the 2025 Annual Meeting to order. I'm Matt Murphy, Chairman of the Board and CEO of Marvell. I will also serve as Chairman of this meeting. During this meeting, if you are experiencing any technical difficulties that require assistance, please contact the technical support number that is posted on the virtual meeting website. 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 are Willem Meintjes, our Chief Financial Officer; Mark Kasper, our Chief Legal Officer and Secretary; Ashish Saran, our Senior Vice President of Investor Relations; Derek Stanifer of Deloitte & Touche LLP, the company's 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 procedure, the latter of which have been posted on the virtual meeting website.
We ask that participants abide by these rules and thank you for your cooperation. The polls open at the beginning of the meeting, which was 9:00 A.M. Pacific time. 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. 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 through the meeting website. We have appointed Ms. Suzanne Miller to act as Inspector of Election for this meeting. I have received evidence that notice of this annual meeting has been given and that the notice of meeting, proxy statement, and a proxy card were mailed commencing on May 1, 2025, to each stockholder of record as of the close of business on April 17, 2025, the record date for this meeting. According to the records of the company
as of the record date, a total of 863,830,607 shares of the company's stock were issued and entitled to vote at this meeting. Of these, 726,040,495 shares, or approximately 84% of the outstanding shares, are represented online or by proxy at this meeting. Based on a preliminary report provided by the Inspector of Election, a quorum is present at this meeting, and it may proceed. Mr. Kasper will now describe the proposals to be considered at this meeting.
We are here today to consider the following proposals: Number one, the election of eight directors named in our proxy statement. Number two, to approve named executive officer compensation on an advisory non-binding basis. Number three, the ratification of the selection of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending January 31st, 2026. The Board of Directors unanimously recommends that stockholders vote for each of Marvell's eight director nominees, for the named executive officer compensation, and for the ratification of the selection of Deloitte & Touche as our independent registered public accounting firm. There is also one stockholder proposal to be presented at this meeting. This proposal has been submitted by Mr. John Chevedden, a stockholder of Marvell. If Mr. Chevedden or his representative is in attendance at the meeting, he or his representative will present the proposal. Mr. Chevedden, you may now proceed with your proposal.
Hello, this is John Chevedden. Proposal four independent board chairman. Charles requested the board of directors adopt an enduring policy and amend the governing documents in order that two separate people hold the office of the chairman and the office of the CEO. The board has the discretion to select a temporary chairman of the board who is not independent to serve while the board is seeking an independent chairman of the board. Although it is a best practice to adopt this proposal soon, this proposal could be phased in when there is a contract renewal for our current CEO or for the next CEO to transition. The roles of chairman and CEO are fundamentally different and should be held by two directors, a CEO and a chairman, who is completely independent of the CEO and the company. The job of the CEO is to manage the company.
The job of the chairman is to oversee the CEO. This proposal topic won 52% support at Boeing and 54% support at Baxter International. Boeing then adopted this proposal topic. The Marvell Technology lead director is no substitute for an independent board chairman. The lead director is somewhat like an executive assistant to the chairman and CEO. The extending complexities of a conglomerate with $60 billion in market capitalization, like Marvell Technology, increasingly demands that two people fill the two most important jobs on an enduring basis: chairman and CEO. Please vote yes. Independent board chairman proposal four.
Thank you for your views. This proposal is placed before the meeting. For the reasons described in our proxy statement, our board of directors unanimously recommends that stockholders vote against this proposal.
Thank you, Mark. These proposals are placed before the meeting. Mr. Saran, have we received any questions from our stockholders related to the proposals?
No, we have not received any questions related to the proposals.
Thank you, Mr. Saran. At this time, there are no additional questions on these proposals. I will now pause for a moment to allow any final votes to be placed. It is now 9:06 A.M. Pacific time on June 13, 2025, and the polls for each matter to be voted on at this meeting are now closed. No additional votes and no changes in the revocations of votes will be accepted.
At this time, all the proxies and ballots are in the custody of the Inspector of Election. Based on a preliminary report provided by the Inspector of Election, stockholders have elected all eight of Marvell director nominees, approved named executive officer compensation, and ratified the selection of Deloitte & Touche. The stockholder proposal submitted by Mr. Chevedden was not approved. The final results will also be reported in a current report on Form 8-K filed with the SEC.
This concludes the meeting, and the meeting is now adjourned. We expressed our sincere appreciation to those stockholders who attended this meeting, as well as those who submitted their proxies but were unable to be present. We are grateful for your interest and support of Marvell. The meeting concluded. We will now address general stockholder questions we have received in accordance with the rules of procedure. Before doing so, Mark has an important message.
Thank you, Matt. I would like to remind everyone that certain comments today may include forward-looking statements which are subject to significant risk 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 filings with the SEC. We do not intend to update our forward-looking statements today. In addition, during our call, 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.
Mr. Saran, have we received any questions from our stockholders?
We have received two questions from one shareholder. It's a two-part question. Who are the three largest customers of Marvell, and how will tariffs impact Marvell?
Great. Thank you, Mr. Saran, and thank you for the two-part question. On the first question, Marvell's revenues this past year were about 75% in the data center end market, with really our concentration being at the four large U.S. Cloud Hyperscalers. That trend is only continuing into this year and beyond as our success and our position in those large accounts continues to grow. On the situation relative to the tariffs, this is one that Marvell has been monitoring closely. It's a very dynamic environment and will continue to manage and execute around whatever policies may be adopted.
We do not have any additional questions.
Okay. Seeing no further questions, I would like to thank all of you for your attendance at today's meeting. This concludes the question and answer session.
The meeting has now concluded. Thank you for joining, and have a pleasant day.
Thank you.