UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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MARVELL TECHNOLOGY GROUP LTD.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
Important
Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 30, 2015.
MARVELL TECHNOLOGY GROUP LTD.
MARVELL®
MARVELL TECHNOLOGY GROUP LTD.
CANON’S COURT
22 VICTORIA STREET
HAMILTON HM 12
BERMUDA
Meeting Information
Meeting Type: Annual General Meeting
For holders as of: May 4, 2015
Date: June 30, 2015
Time: 4:00 p.m., PT
You are receiving this communication because you hold shares in the company named above.
This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy
materials before submitting your proxy.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
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— Before You Vote —
How to Access the
Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: |
| NOTICE AND PROXY STATEMENT FORM 10-K SHAREHOLDER LETTER |
| How to View Online: |
| Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. |
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— How To Vote or Submit Your Proxy —
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Voting Items
AT THE ANNUAL GENERAL MEETING, THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE DIRECTOR
NOMINEES LISTED IN
PROPOSAL 1 AND “FOR” PROPOSALS 2, 3, 4 AND 5.
Annual General Meeting
Election of Directors
1. Nominees:
1a. Dr. Sehat Sutardja
1b. Weili Dai
1c. Dr. Juergen Gromer
1d. Dr. John G. Kassakian
1e. Arturo Krueger
1f. Dr. Randhir Thakur
2. Advisory vote to approve named executive officer compensation.
3. To approve the Executive Performance Incentive Plan in order to provide for future bonus awards to certain key executive officers that are deductible under
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended.
4. To approve an amendment to the Amended and Restated 1995 Stock Option Plan, as amended, to
provide for awards under the plan that comply with the exemptions from the deduction limitations imposed under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, and to enable the grant of a full range of awards to non-employee
directors.
5. To re-appoint PricewaterhouseCoopers LLP as our auditors and independent registered public accounting firm, and to authorize the audit committee,
acting on behalf of the board of directors, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for the fiscal year ending January 30, 2016.
In their discretion, the proxy holders are authorized to
vote upon such other business as may
properly come
before the Annual General Meeting.
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