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): July 13, 2017

 

 

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   000-30877   77-0481679

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(Address of principal executive offices)

(441) 296-6395

(Registrant’s 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))

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  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 13, 2017, the Board of Directors (the “Board”) of Marvell Technology Group Ltd. (the “Company”) appointed Ms. Geraldine (Gerri) Elliott to fill a vacancy on the Board. The Board had previously increased the number of directors constituting the Board from eight to nine. Ms. Elliott was appointed for a term that extends until the 2018 annual meeting of the shareholders.

Ms. Elliott currently serves on the boards of Whirlpool Corporation and Imperva, Inc. From July 2009 to December 2014, she served in several roles with Juniper Networks, including EVP and Chief Customer Officer, where she led the sales, distribution, operations, advanced technologies, field operations, services and support in over 40 countries. Prior to Juniper, she served as Microsoft’s CVP, WW Public Sector, and also held senior leadership positions with IBM.

Ms. Elliott’s election to the Board was not pursuant to any arrangement or understanding between Ms. Elliott and any third party. The Board has determined that Ms. Elliott will qualify as “independent” under the guidelines promulgated by the Nasdaq Stock Market, Inc. and the applicable Securities and Exchange Commission rules.

Ms. Elliott has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On July 13, 2017, the Company issued a press release announcing Ms. Elliott’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press Release dated July 13, 2017

 

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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: July 14, 2017

 

MARVELL TECHNOLOGY GROUP LTD.
By:   /s/ Mitchell Gaynor
  Mitchell Gaynor
  Chief Administration and Legal Officer

 

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EXHIBIT INDEX

 

Exhibit No.    Description
99.1    Press Release dated July 13, 2017
EX-99.1

Exhibit 99.1

 

LOGO

Marvell Technology Group Ltd. Announces the Appointment of Ms. Gerri

Elliott to Board of Directors

SANTA CLARA, Calif. (July 13, 2017) – Marvell (NASDAQ: MRVL), a leader in storage, networking, and connectivity semiconductor solutions, has appointed Gerri Elliott to its Board of Directors.

As a former senior executive at IBM, Microsoft and Juniper Networks, she brings to Marvell deep expertise in go-to-market and customer care strategies. “Gerri is a recognized expert in sales and customer success,” said Matt Murphy, Marvell’s President and CEO. “Her insights and counsel will be very valuable as we continue to deepen our relationships with customers and grow our business.”

Ms. Elliott currently serves on the boards of Whirlpool and Imperva and was on the board of Bed, Bath and Beyond until June 2017. She previously served as EVP and Chief Customer Officer for Juniper Networks, where she led the sales, distribution, operations, advanced technologies, field operations, services and support in over 40 countries. Prior to Juniper, she served as Microsoft’s CVP, WW Public Sector, and also held senior leadership positions with IBM.

Ms. Elliott earned a BA in Political Science from New York University and is the founder of Broadrooms, an organization for executive women interested in serving on corporate boards.

About Marvell

Marvell first revolutionized the digital storage industry by moving information at speeds never thought possible. Today, that same breakthrough innovation remains at the heart of the company’s storage, networking, and connectivity solutions. With leading intellectual property and deep system-level knowledge, Marvell’s semiconductor solutions continue to transform the enterprise, cloud, automotive, industrial, and consumer markets. To learn more, visit: www.marvell.com.


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Marvell and the M logo are registered trademarks of Marvell and/or its affiliates. Other names and brands may be claimed as the property of others.

For Further Information Contact:

Marvell Media Relations

 

Kristin Hehir

Senior Manager, Public Relations

408-222-8744

[email protected]

  

Hanna Kang

Senior Manager, Public Relations

408-222-3780

[email protected]