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

Hello, and welcome to the General Meeting of Shareholders of Marvell Technology Group Limited. It is now my pleasure to turn today's meeting over to Richard Hill, Chair of the Board of Directors. The floor is yours.

Welcome to this general meeting of the shareholders of Marvell Technology Group Ltd. It is now 2:00 p.m., and I now call the meeting to order. I'm Richard Hill, Chair of the Board of Directors. I will also serve as Chair of this meeting. During this virtual meeting, if you are experiencing any technical difficulties that require assistance, please contact the technical support line at 800-586-1548 for U.S. callers or 303-562-9288 for international callers. Hitting the refresh button on your computer screen may also fix minor technical problems. With me today on the call are Matt Murphy, one of our directors of the company, and our CEO and President; Mitch Gaynor, our Chief Administration and Legal Officer and Secretary. Mr. Gaynor will serve as Secretary of the meeting today. Jean Hu, our Chief Financial Officer, is present, along with Ashish Saran, our Vice President of Investor Relations. Mr. Saran will be reading any questions submitted by shareholders on the proposals during the meeting and also attending by phone are other officers and directors of the company. This 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 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 meeting, we will address the matters contained in the agenda and the notice of general meeting of shareholders and more fully described in the company's joint proxy statement and prospectus dated March 11, 2021. The polls opened at the beginning of the meeting, and we will 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, and an announcement will be made regarding the results, and then the meeting will end. If you would like to ask a question, please follow the rules of conduct on the virtual meeting website. To ask a question, you may use the chat function on the virtual meeting website. Please note that questions will be limited to the procedures for the meeting and the proposals under consideration. We are hereby appointing Ms. Suzanne Miller to act as Inspector of Election for this meeting. 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. Inspector?

Thank you. We have proof by affidavit from Broadridge that the notice of General Meeting of Shareholders, the joint proxy statement plus prospectus relating to the matters to be considered at this meeting and a proxy card were mailed commencing on March 11, 2021, to each shareholder of record as of the close of business on February 25, 2021, the record date for this meeting. According to the records of the company, as of the record date, a total of 675,695,984 of the company's common shares were issued and entitled to vote at this meeting. Of these, 535,597,437 common shares or approximately 79% of the outstanding shares are represented online or by proxy at this meeting. A copy of the Broadridge affidavit is available to shareholders for inspection. A list of the company's shareholders is available upon request. Please use the chat function on the virtual share meeting website to request a copy of the Broadridge affidavit or the shareholder list.

Thank you. The company's bylaws provide that at least 2 persons representing in 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 meeting. Our secretary will now describe the proposals to be considered at this meeting. Mr. Gaynor, please.

Yes. We're here today to consider and approve the following proposals as set forth in the notice of general meeting of the shareholders and the joint proxy statement prospectus. Proposal #1 to approve an amendment to Marvell's bylaws to reduce the shareholder vote required to approve a merger with another company from the affirmative vote of 75% of the votes cast, the statutory default under Bermuda law to a simple majority of the votes cast. Proposal 2, to approve the agreement and plan of merger and reorganization dated as of October 29, 2020, and buying among Marvell, Marvell Technology, Inc., Maui Acquisition Company Ltd, Indigo Acquisition Corp. and Inphi Corporation. Pursuant to which Maui Acquisition Company Ltd. will be merged with and into Marvell, with Marvell continuing as the wholly owned subsidiary of Marvell Technology, Inc. And second, Indigo Acquisition Corp. will be merged with and into Inphi, with Inphi continuing as a wholly owned subsidiary of Marvell Technology, Inc. In addition, pursuant to certain technical requirements under the laws of Bermuda, Proposal #2 also asks you to approve the statutory merger agreement and the merger pursuant to which Maui Acquisition Company Ltd. will be merged with and into Marvell, as previously mentioned. The proposal #3, to adjourn the meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes to approve proposals 1 and 2. Approval of proposals 1 and 3 requires the affirmative vote of a majority of the votes cast. If Proposal 1 is approved, approval of Proposal #2 requires the affirmative vote of the majority of votes. If Proposal 1 is not approved, approval of Proposal 2 requires the affirmative vote of 75% of the votes cast. A detailed description of each proposal was included in the materials mailed to each shareholder. The Board of Directors of the company has approved each proposal and unanimously recommends that the shareholders approve each proposal. Each proposal is hereby submitted to the shareholders for approval. If anyone have any questions regarding Proposals 1 through 3 before we close the polls.

Mr. Saran. Are there any questions that you've received?

We have received 2 questions. The first question is about how many stockholders are participating in this virtual meeting?

Mitch, do you have that data at hand?

There are more than 84% of the shares represented by proxy at this meeting. The number of human beings who are actually attending, I think, is approximately about a dozen or less.

Okay. Are there any other questions, Mr. Saran?

There is one additional question. Marvell has been involved in several mergers and acquisitions recently. The 75% threshold for shareholders approval has always been sufficient. Why are the shareholders being asked to lower it to a simple majority at this time?

Mr. Gaynor, can you answer that question?

Yes. The 75% threshold applies when Marvell is going to be acquiring or being merged into another company. So it's actually not come up before. However, and a majority is usually the standard under most companies. So we thought to reduce it to a simple majority. But as we'll probably see in a minute, more than 75% have voted in favor of the transaction.

Okay. Thank you, Mr. Gaynor. Mr. Saran, that will be the last question. Is that correct?

That is correct. We have no more questions.

Okay. At this time, I see no additional questions on these proposals. I will now pause for a moment to allow any final votes to be placed. [Voting]

Okay. It is now 2:10 p.m. on April 15, 2021, and the poll for each matter to be voted on at this meeting is now closed. At this time, no additional votes and no changes or revocations will be accepted. The votes are currently being tabulated.

While we're awaiting that, I do want to correct something. I said -- the question was how many votes were present at the meeting? I think I said 84%, I'm wrong. It's approximately 79%. So I just wanted to correct that.

Thank you. Okay. 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.

Thank you, Rick. Proposal #1, with regard to the proposal to approve an amendment to the company -- to the bylaws of the company, I declare that resolution was carried by the requisite majority. With respect to Proposal #2 and the Proposal to approve the mergers, I declare that the resolutions were carried by the requisite majority. With respect to Proposal #3, which is to approve the potential adjournment of the meeting, that proposal also was carried by the requisite majority.

Thank you, Mitch. The final results of voting will be set forth in the report of the inspector of election and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K filed with the SEC not later than 4 business days after the date of this meeting. The voting portion of the meeting has now been completed. The Chair will now entertain a motion to terminate the meeting.

I move to terminate the meeting.

Thank you, Mr. Walters. Is there a second for this motion?

I second the motion.

Thank you, Ms. Christopher. The meeting is now over. Thank you very much for attending today's meeting. This concludes our general meeting of shareholders. Thank you for joining us today.

This concludes the meeting. You may now disconnect.