Marvell Technology, Inc. (MRVL) Earnings Call Transcript & Summary

Good day. And welcome to the Marvell Technology Group Ltd. Annual Meeting of Shareholders. I would now like to turn the conference over to Mr. Richard Hill. Please go ahead, sir.

Welcome to the 2020 Annual General Meeting of the shareholders of Marvell Technology Group Limited. It is now 1 p.m., and I now call the 2020 Annual General Meeting of Shareholders to order. I am Richard Hill, Chair of the Board of Directors. I will also serve as Chair of the Annual General Meeting of Shareholders. [Operator Instructions] With me today on the call are Matt Murphy, Director of the company and its CEO and President; Mitch Gaynor, our Chief Administration Officer and Legal Officer and Secretary. Mr. Gaynor will serve as Secretary of the meeting today. Jean Hu, our Chief Financial Officer; Ashish Saran, our Vice President of Investor Relations. Mr. Saran will also be reading the questions submitted by shareholders during the meeting; and Scott Smith of Deloitte & Touche LLP, the company's auditors and independent registered public accounting firm. Also attending by phone are other officers and directors of the company. This Annual General Meeting is being held in accordance with the company's bylaws, Bermuda law and the agenda and rules of conduct that have been posted on the virtual annual meeting website to assure fairness to all shareholders in attendance and an orderly meeting. We ask that participants abide by these rules and thank you for your cooperation. During the formal meeting, we will address the matters contained in the agenda and notice of this Annual General Meeting and more fully described in the accompanying proxy statement dated May 28, 2020. The polls opened at the beginning of the meeting, and we'll close the polls on all matters 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 are closed, an announcement will be made regarding the results and then the formal meeting will end. [Operator Instructions] Please note that during the formal meeting, questions will be limited to the procedures for the meeting and the proposals under consideration. Following the voting, we will have a 15-minute question-and-answer session to answer shareholders' questions of general interest. You can submit your questions at any time during the meeting. Inspectors of election, we are hereby appointing Ms. Susan Miller, to act as inspector of election for this Annual General Meeting, and the inspector of election has signed an oath of office to execute her duties with strict impartiality, which will be filed with the minutes of this meeting. Our inspector of election will now provide information regarding the shares eligible to vote at this meeting. Ms. Miller?

We have proof by affidavit from Broadridge that notice of this Annual General Meeting has been given, that the notice of the Annual General Meeting, proxy statement related to the matters should be considered at this meeting and a proxy card were mailed commencing on May 28, 2020, to each shareholder of record as of the close of business on May 15, 2020, the record date for this meeting. According to the records of the company, as of the record date, a total of 665,252,963 of the company's common shares were issued and entitled to vote at this Annual General Meeting. Of these, 615,283,446 shares or approximately 92.48% of the outstanding shares are represented online or by proxy at this meeting. A copy of the affidavit is available to shareholders for inspection. A list of the company's shareholders is also available upon request. Please use the chat function on the virtual meeting website to request a copy of this list.

Thank you. The company's bylaws provide that at least 2 persons representing an excess of 50% of the total issued voting shares constitute a quorum. I have been advised by the inspector of election that we have a quorum. Therefore, as Chair, I declare that a quorum is present and that we may now proceed to the business for this Annual General Meeting. Our secretary will now describe the proposals to be considered at this meeting. Mr. Gaynor?

Yes. We're here today to consider and approve the following proposals as set forth in the notice to the meeting and the proxy statement. First, the election of 8 directors; second, an advisory nonbinding vote on named executive officers' compensation; and third, the reappointment of Deloitte & Touche LLP as the company's auditors and independent registered public accounting firm and the authorization of our Audit Committee, acting on behalf of the Board of Directors, to fix the remuneration of Deloitte for our fiscal year ended January 30, 2021. Approval of each of the proposals 1, 2 and 3 requires the affirmative vote of a majority of the votes cast. A detailed description of each proposal was included in the proxy materials mailed to each shareholder. Board of Directors of the company has approved each proposal, and each proposal is hereby submitted to the shareholders for approval. The Board of Directors recommends the approval of each of the proposals. Scott Smith of Deloitte & Touche is participating in today's meeting. And does anyone have any questions for Mr. Smith relating to the appointment of Deloitte as its auditor?

No questions have been received.

And does anyone have any questions regarding proposals 1, 2 and 3 before we close the polls? And we'll just pause for a minute, see if anyone submits one. Are there any?

No questions have been received.

Mr. Saran?

No questions.

Okay. So at this time, there are no questions on these proposals. I will now allow any final votes to be placed. [Voting]

It is now 1:08 p.m. Pacific Daylight Time on July 23, 2020, and the poll for each matter to be voted on at this meeting is now closed. No additional votes and no changes or revocations will be accepted. Now that the polls are closed, the inspector of election has provided us with a preliminary report. Our Secretary will now announce the preliminary results of the voting for each proposal. Mr. Gaynor?