MRVL » Topics » MARVELL TECHNOLOGY GROUP LTD. Canon's Court 22 Victoria Street Hamilton HM 12 Bermuda

This excerpt taken from the MRVL DEF 14A filed Apr 29, 2005.

MARVELL TECHNOLOGY GROUP LTD.
Canon's Court
22 Victoria Street
Hamilton HM 12
Bermuda


NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on June 10, 2005

        The 2005 Annual General Meeting of Shareholders of Marvell Technology Group Ltd., a Bermuda corporation, will be held at the Westin Hotel, Santa Clara Convention Center, 5101 Great America Parkway, Santa Clara, California 95054, on Friday, June 10, 2005 at 3:30 p.m. local time, subject to adjournment or postponement by the Board of Directors, for the following purposes:

        1.     To elect one director who will constitute Class 2 of the Company's Board of Directors, to hold office for a three-year term and until his successor is duly elected and qualified;

        2.     To re-appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm to act as auditors of the Company for the Company's 2006 fiscal year ending January 28, 2006 and to authorize the Audit Committee to fix the independent registered public accounting firm's remuneration for the Company's fiscal year ending January 28, 2006; and

        3.     To transact such other business as may properly come before the Annual General Meeting or any or all adjournments or postponements thereof.

        The Company will also lay before the meeting the financial statements of the Company for the fiscal year ended January 29, 2005 pursuant to the provisions of the Bermuda Companies Act of 1981 and the Company's Bye-Laws.

        Only holders of record of common stock of the Company on April 15, 2005, will be entitled to notice of, and to vote at, the Annual General Meeting and any adjournment or postponement thereof.

        In order to constitute a quorum for the conduct of business at the Annual General Meeting, it is necessary that holders of a majority of all outstanding shares of common stock be present in person or be represented by proxy. Your attention is directed to the accompanying proxy statement. To assure your representation at the Annual General Meeting, please date, sign and mail the enclosed proxy, for which a return envelope is provided. Execution of a proxy will not in any way affect your right to attend the Annual General Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

    By order of the Board of Directors,

 

 

GRAPHIC

 

 

WEILI DAI
Secretary

Sunnyvale, California
April 29, 2005

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
If you have any questions, or have any difficulty voting your shares, please contact Matthew Gloss, Esq., Vice President of Business Affairs and General Counsel of Marvell Semiconductor, Inc., at (408) 222-2500.



TABLE OF CONTENTS

 
  Page

Notice of Annual General Meeting of Shareholders

 

 

PROXY STATEMENT

 

1

PROPOSAL NO. 1 ELECTION OF DIRECTOR

 

3

PROPOSAL NO. 2 RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO ACT AS AUDITORS FOR THE COMPANY AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THEIR REMUNERATION

 

8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

9

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

 

12

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

15

MANAGEMENT

 

16

EXECUTIVE COMPENSATION

 

16

OPTION GRANTS IN LAST FISCAL YEAR

 

17

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

 

18

JOINT REPORT OF THE EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEES

 

19

REPORT OF THE AUDIT COMMITTEE

 

22

INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

23

STOCK PRICE PERFORMANCE GRAPH

 

24

RELATED PARTY TRANSACTIONS

 

25

SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL GENERAL MEETING

 

25

OTHER MATTERS

 

26

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

26

ANNUAL REPORT ON FORM 10-K

 

27

i


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