Welcome, everyone, and thank you for joining. It is 9:00 A.M. Pacific Time, and I now call the 2026 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 concluded. Clicking the refresh button on your computer screen may also fix minor technical problems. With me today are Dan Durn, our Chief Financial Officer, Mark Casper, our Chief Legal Officer and Secretary, Brad Buss, our Lead Independent Director, Derek Stanifer of Deloitte & Touche LLP, the company's independent registered public accounting firm, Ashish Saran, our Senior Vice President of Investor Relations, 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 opened 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 the meeting, proxy statement, and a proxy card were mailed commencing on May 13th, 2026, to each stockholder of record as of the close of business on April 30th, 2026, the record date for this meeting.
According to the records of the company, as of the record date, a total of 897,331,173 shares of the company's stock, including preferred shares voting on as converted to a common basis, were issued and entitled to vote at this meeting. 710,472,745 shares, or approximately 79% 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. Casper 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 seven directors named in our proxy statement and supplemental meeting materials. Number two, to approve the 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 30th, 2027. The board of directors unanimously recommends that stockholders vote for each of Marvell's seven 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. The proposal has been submitted by Mr. John Chevedden, a stockholder of Marvell.
If Mr. John Chevedden or his representative is in attendance at the meeting, he or his representative will present the proposal. Mr. John Chevedden, you may now proceed with your proposal.
Hello, this is John Chevedden, Proposal 4, Independent Board Chairman. Charles requests that the board of directors adopt an enduring policy and amend the governing documents, including the corporate governance guidelines, in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. An independent lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This proposal received significant 38% support at the 2025 shareholder meeting. An independent board chairman could give Marvell Technology more of a deep bench to deal with challenges like these. Marvell's data center business remains highly dependent on a few large clients. Marvell is battling tech giants and other custom silicon providers like Broadcom, Intel, and AMD for infrastructure budgets. Analysts are concerned over Marvell Technology reliance on a few major cloud giants and a growing trend of hyperscalers developing their own custom AI chips. Please vote for an independent board chairman, Proposal 4.
Thank you. This proposal is placed before this 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 questions on these proposals. I will now pause for a moment to allow any final votes to be placed. Okay. It is now 9:06 A.M. Pacific Time on June 25th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional votes and no changes or 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 seven of Marvell's 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. The meeting is now adjourned. We express 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 in and support of Marvell. With the meeting concluded, we will now address general stockholder questions that we have received in accordance with the rules of procedure. Before doing so, Mark has an important message.
Thank you, Matt. I'd 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 the risk factors contained in our most recent 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 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 one question. The question is: What does Marvell look for in a potential acquisition candidate? Is Marvell in a position to make a large acquisition?
Great. Thank you for the question. Let me take a few moments to answer that. First, as I reflect, I've now been CEO for 10 years, and we set a mission at the very beginning, which was to build a company which would be a pure play data infrastructure company focused on technologies that move data, store data, and process data. We believed 10 years ago that thematically, that would be one of the biggest trends in the semiconductor industry and for the global economy at large. Since that time, and especially in the first five years, we did a series of acquisitions and also divestitures to hone our focus there. To the question we got from the stockholder, each of those all focused on building our strategy out in those areas.
We did a number of acquisitions around movement of data, which would be companies like Inphi and Innovium, processing of data, which would be companies like Cavium and Avera, and we also sold non-core businesses, and divested them to parties that could better take advantage of the team's abilities. That was the first five years, and that was our criteria set. We then spent the last five years really integrating those assets, and that's now resulted in significant performance for the company and top-line growth. We recently did two more acquisitions, Celestial AI and XConn in December. Again, those fit the same criteria. Those were both in the spirit of building out our data center capabilities, this time in scale-up networking and scale-up interconnect, and building out our photonics capability. We sold our automotive business and closed that last August.
Even though there was sort of a quiet period for about five years, we did reemerge in M&A and divestitures to keep honing our focus. To the question of the stockholder, you should assume we'll continue to look at it the same way. If we find compelling acquisitions we can do, or we have non-core businesses we can divest for the right premiums, we'll continue to run the same playbook we've been running very effectively for the last 10 years. I would say finally, we've really upped and committed in the last five years to our organic R&D efforts, and that's really paying off across the board. We have the portfolio we need, we have the tools we need, we have an incredible engineering team that's multi-disciplined and very committed to the success of the company.
You should assume going forward, we'll continue to invest heavily in R&D, drive the roadmap, and take advantage of what we still continue to believe is one of the greatest single opportunities in the history of the semiconductor industry, which is really being at the heart of the AI infrastructure global build, and we are still in the early stages of that. Thank you very much for your question, and thank you to all of our stockholders for your interest in the company. I believe there's no more questions, Mr. Saran?
That is correct. No more questions.
With that, I would like to thank you all for your attendance, and this concludes the Q&A session. Thank you.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.