This excerpt taken from the MRVL DEF 14A filed May 8, 2006.
Under United States federal securities laws, any proposal of an eligible shareholder of the Company that such shareholder wishes to have considered for inclusion in the Companys proxy solicitation materials relating to the Companys 2007 Annual General Meeting of Shareholders must be received by the Company at its principal executive offices no later than January 8, 2007. Under United States federal securities laws, a shareholder is eligible to present proposals to the Board of Directors if he or she is the record or beneficial owner of at least one percent or $2,000 in market value of securities entitled to be voted at the 2007 Annual General Meeting and has held such securities for at least one year, and he or she continues to own such securities through the date on which the meeting is held.
Although information received after such date will not be included in proxy materials sent to shareholders, a shareholder proposal for the nomination of directors may still be presented at the Annual General Meeting if such proposal complies with the Companys Bye-Laws then in effect. In accordance with Bye-law 34 of the Companys Amended and Restated Bye-Laws currently in effect, shareholder nominations for election of directors may be voted on at an Annual General Meeting only if such nominations are made pursuant to written notice timely given to the Corporate Secretary accompanied by certain information. To be timely, a shareholders written notice must be received at the principal executive offices of the Company not earlier than the 90th day prior to the anniversary of the prior years Annual General Meeting nor later than the 60th day prior to such anniversary. Under Bye-Laws 12(5)(b) and 34 of the Companys Second Amended and Restated Bye-laws, to be timely the shareholders written notice must be received by the Company not less than 60 nor more than 180 days prior to the date set for the annual meeting (or if no such date is set, the date that is not less than 60 nor more than 180 days prior to the anniversary of the previous years annual meeting). The notice must contain the name and business background of any person being nominated by such shareholder as a director and all material information on any proposal, statement or resolution to be put to the meeting and details of the shareholder submitting the proposal, statement or resolution, as well as other information that may be specified by the Board of Directors. The Board of Directors will review proposals from eligible shareholders which it receives by that date and will determine whether any such proposal has been received in accordance with the Companys Bye-Laws then in effect and whether any such proposal will be acted upon at the Annual General Meeting.
All shareholder proposals should be sent to the Secretary at the Companys principal executive offices located at Canons Court, 22 Victoria Street, Hamilton HM 12, Bermuda.
In addition, Section 79 of the Companies Act 1981 of Bermuda provides that shareholders representing either: (i) 5% of the total voting power of the shares of common stock eligible to vote at a general meeting of the Company or (ii) not less than one hundred shareholders may propose any resolution which may be properly be moved at the next Annual General Meeting of the Company or circulate a statement with respect to any matter referred to in a proposed resolution at the next Annual General Meeting of the Company. To be timely, the proposal requiring notice of a resolution must be deposited at the registered office of the Company at least six weeks before the Annual General Meeting. Notice of a statement referred to in a proposed resolution must be deposited at the registered office of the Company not less than one week prior to the Annual General Meeting. In each case, the shareholders proposing the requisition must deposit with the Company funds sufficient to meet the Companys expenses incurred to give effect to the shareholder proposal.