MRVL » Topics » Nominees

This excerpt taken from the MRVL DEF 14A filed May 29, 2009.

Nominees

The Bye-Laws provide for not less than two directors or such number in excess thereof as our board of directors may determine. The number of directors is currently fixed at nine. The number of directors currently serving on our board of directors is six. There is currently three vacancies on our board of directors. Assuming the election of two Class 3 directors, immediately thereafter there will remain three vacancies on our board of directors.

Our board of directors is currently divided into three classes, with Class 1 having one member, Class 2 having three members and Class 3 having two members. One class of our board of directors is elected by the shareholders each year. Each class serves staggered three-year terms, which means that as a general matter only one class of directors is elected at each annual general meeting with the other classes continuing for the remainder of their respective terms. At the annual general meeting, shareholders will be asked to vote on the election of two Class 3 directors. The nominees for Class 3 directors elected at the annual general meeting will hold office for a three-year term until the 2012 annual general meeting of shareholders or until their successors are duly elected and qualified. Directors may only be removed for cause by a special resolution of our shareholders, pursuant to the terms of the Bye-Laws.

Our nominees for the Class 3 directors are Dr. Sehat Sutardja and Dr. Pantas Sutardja. Biographical information for each of our nominees can be found on page 6 of this proxy statement. We have been advised that Dr. Sehat Sutardja and Dr. Pantas Sutardja are willing to be named as such herein and are willing to serve as directors if elected. However, if Dr. Sehat Sutardja and Dr. Pantas Sutardja should be unable to serve as director, the proxy holders may vote for a substitute nominee recommended by the nominating and governance committee and approved by our board of directors.

This excerpt taken from the MRVL DEF 14A filed Jun 2, 2008.

Nominees

        Our Bye-Laws provide for not less than two directors or such number in excess thereof as our board of directors may determine. The number of directors is currently fixed at nine. The number of directors currently serving on our board of directors is five. There are currently four vacancies on our board of directors. Assuming the appointment of three Class 2 directors and one Class 1 director at the annual general meeting, immediately thereafter there will be three vacancies on our board of directors.

        Our board of directors is currently divided into three classes, with Class 1 having no members, Class 2 having three members and Class 3 having two members. One class of our board of directors is elected by the shareholders each year. Each class serves staggered three-year terms, which means that as a general matter only one class of directors is elected at each annual general meeting with the other classes continuing for the remainder of their respective terms. At the annual general meeting, shareholders will be asked to vote on the election of three Class 2 directors and one Class 1 director. The nominees for Class 2 directors elected at the annual general meeting will hold office for a three-year term until the 2011 annual general meeting of shareholders or until their successors are duly elected and qualified and the nominee for Class 1 director elected at the annual general meeting will hold office for a two-year term until the 2010 annual general meeting of shareholders or until his successor is duly elected and qualified. Directors may only be removed for cause by a special resolution of our shareholders, pursuant to the terms of our Bye-Laws.

        Our nominees for the Class 2 directors are Kuo Wei (Herbert) Chang, Juergen Gromer, Ph.D. and Arturo Kruger. Our nominee for the Class 1 director is John G. Kassakian, Sc.D. If elected, it is anticipated that Dr. Kassakian will be appointed to serve on the executive compensation committee. Biographical information for each of our nominees can be found on pages 6, 7 and 8 of this proxy statement. We have been advised by Mr. Chang, Dr. Gromer, Mr. Krueger and Dr. Kassakian that they are willing to be named as such herein and are willing to serve as directors if elected. However, if Mr. Chang, Dr. Gromer, Mr. Krueger or Dr. Kassakian should be unable to serve as director, the enclosed proxy may be voted for a substitute nominee recommended by the governance committee and approved by our board of directors.

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