Form 8-K MARVELL TECHNOLOGY GROUP For: May 17
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 (Date of earliest event reported): May 17, 2016
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda (State or Other Jurisdiction of Incorporation) |
000-30877 (Commission File Number) |
77-0481679 (I.R.S. Employer |
Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
(441) 296-6395
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Director
On May 17, 2016, the board of directors (the Board) of Marvell Technology Group Ltd. (the Company) elected Mr. Michael G. Strachan to serve as a member of the Companys Board, effective as of the same day. Mr. Strachan was appointed for a term that extends until the 2016 annual meeting of the shareholders. Mr. Strachan was also appointed to serve on the Audit Committee of the Board. Mr. Strachan is the Additional Independent Appointee as defined in the Agreement dated as of April 25, 2016 between the Company and Starboard Value LP and certain of its affiliates, which agreement was filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated as of April 25, 2016.
Mr. Strachan retired from Ernst & Young LLP in December 2008. From July 2007 until December 2008, he was a member of Ernst & Youngs Americas Executive Board, which oversaw the firms strategic initiatives in North and South America. From July 2006 to December 2008, he was a member of Ernst & Youngs U.S. Executive Board, which oversaw partnership matters in the U.S. for the firm. From July 2000 through December 2008, he was Vice Chairman and Area Managing Partner for Ernst & Young offices between San Jose, California and Seattle, Washington, and was responsible for oversight of the firms operations in that area. He began his career at Ernst & Young in 1976. Mr. Strachan received a Bachelor of Science in Accounting from Northern Illinois University.
The election to the Board of Mr. Strachan was not pursuant to any arrangement or understanding between Mr. Strachan and any third party.
The Board has determined that Mr. Strachan will qualify as independent under the guidelines promulgated by the Nasdaq Stock Market, Inc. and the applicable Securities and Exchange Commission rules.
The election of Mr. Strachan was announced in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
99.1 Press Release, dated May 18, 2016.
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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.
Dated: May 18, 2016
MARVELL TECHNOLOGY GROUP LTD. | ||
By: |
/s/ David Eichler | |
| ||
David Eichler | ||
Interim Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release, dated May 18, 2016. |
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Exhibit 99.1
For further information, contact: | ||
John Spencer Ahn | Sue Kim | |
Investor Relations | Media Relations | |
408-222-7544 | 408-222-1942 | |
[email protected] | [email protected] |
Marvell Technology Group Ltd. Announces Appointment of Michael Strachan to Board of Directors
Santa Clara, Calif. (May 18, 2016) Marvell Technology Group Ltd. (NASDAQ: MRVL), a global leader in integrated silicon solutions, today announced that the Board of Directors has approved the appointment of Michael Strachan as an independent Director of the Company, effective immediately. Mr. Strachans appointment expands the number of Board members to eleven Directors.
We are delighted to have Mike join Marvells Board of Directors, said Richard Hill, Marvells Chairman. He brings a wealth of financial leadership experience to Marvell, which will be extremely valuable as the Company continues to grow its business worldwide. Mike will greatly enhance our depth of financial expertise on the Board of Directors, which accelerates our ability to have better controls in place to assure our investors the highest quality financial reporting at Marvell. I am confident that Mike will provide a positive impact to our company.
Before his retirement in 2008, Mr. Strachan was a partner at Ernst & Young LLP, where he had spent his entire professional career since graduating Magna Cum Laude from Northern Illinois University with a Bachelor of Science degree in accounting in 1976. Mr. Strachan also served on the Board of Directors of LSI Corporation from 2009 until the company was sold to Avago in 2014. Mr. Strachan is an audit committee financial expert as defined by Regulation S-K under the Securities and Exchange Act of 1934.
About Marvell
Marvell (NASDAQ: MRVL) is a global leader in providing complete silicon solutions. From storage to cloud infrastructure, Internet of Things (IoT), connectivity and multimedia, Marvells diverse product portfolio aligns complete platform designs with industry-leading performance, security, reliability and efficiency. At the core of the worlds most powerful consumer, network and enterprise systems, Marvell empowers partners and their
customers to always stand at the forefront of innovation, performance and mass appeal. By providing people around the world with mobility and ease of access to services, adding value to their social, personal and work lives, Marvell is committed to enhancing the human experience.
As used in this release, the term Marvell refers to Marvell Technology Group Ltd. and its subsidiaries. For more information, please visit www.Marvell.com.
Marvell® and the Marvell logo are registered trademarks of Marvell and/or its affiliates.
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