Form 8-K





Washington, D.C. 20549







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




(Exact name of registrant as specified in its charter)




Bermuda   000-30877   77-0481679

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12


(Address of principal executive offices)

(441) 296-6395

(Registrant’s telephone number, including area code)


(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




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


By:   /s/ Mitchell Gaynor
  Mitchell Gaynor
  Chief Administration and Legal Officer





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