This excerpt taken from the MRVL DEF 14A filed Sep 14, 2007.
Under Rule 14a-8 of the Exchange Act, if the date of the 2008 annual general meeting is moved more than 30 days before or after the anniversary of the 2007 annual general meeting, then for a shareholder proposal, including director nominations, to be considered for inclusion in the proxy statement for the 2008 annual general meeting, the Secretary of the company must receive the written proposal by such shareholder at the companys principal executive offices within a reasonable time before the company begins to print and mail its proxy materials. We expect our 2008 annual general meeting will be held on or around June 6, 2008, which will be more than 30 days before the anniversary of the 2007 annual general meeting, and that in connection with such meeting shareholder proposals will be due by January 21, 2008. Such proposals also must comply with the other provisions of Rule 14a-8 and additional applicable SEC rules regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Please note that under Rule 14a-8, if the date of the 2008 annual general meeting is not moved more than 30 days before or after the anniversary of the 2007 annual general meeting, then the Secretary of the company would have to receive the written proposal by such shareholder at the companys principal executive offices no later than 120 days prior to the mailing date of the proxy statement for the 2007 annual general meeting, or May 17, 2008.
Shareholders may also make a shareholder proposal, including director nominations, not intended to be included in the companys proxy statement under Rule 14a-8 so long as such proposal complies with our Bye-Laws. In accordance with Bye-Law 34 of our Bye-Laws, shareholder nominations may be voted on at an annual general meeting only if such nominations are made pursuant to written notice timely given to the Secretary of the company and accompanied by certain information. To be timely, a 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 general 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 general 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 our Bye-Laws and whether any such proposal will be acted upon at the annual general meeting.
All shareholder proposals should be sent to the Secretary to the mailing address of our principal executive offices at Canons Court, 22 Victoria Street, Hamilton HM 12, Bermuda.
In addition, Section 79 of the Bermuda Companies Act 1981 provides that shareholders representing either (i) 5% of the total voting power of the common shares eligible to vote at a general meeting of the company, or (ii) not less than 100 shareholders may propose any resolution which may properly be moved at the next annual general meeting of the company. Upon timely receipt of notice, the company shall, at the expense of such shareholder(s), give the other shareholders of the company entitled to receive notice of the next annual general meeting notice of such proposed resolution. 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. Shareholders satisfying the criteria of Section 79 may also require the company to circulate a statement in respect of any matter to come before an annual general meeting by notice deposited at the registered office of the company not less than one week prior to the annual general meeting.