PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

Our Bye-laws provide that our Board shall consist of not less than two directors or such number in excess thereof as our Board may from time-to-time determine. The number of directors is currently fixed at ten and there are currently ten members serving on our Board. After discussing with each director their interest in continuing to serve as directors of the Company, the nominating and governance committee (the “N&G Committee”) has recommended, and our Board has nominated, eight current members of our Board to stand for election at the Annual General Meeting. In discussions with the N&G Committee two of our directors, Mr. Oleg Khaykin and Ms. Donna Morris expressed a preference to retire from the Board. Mr. Khaykin wanted to reduce the total number of public company boards on which he serves. Ms. Morris did not want to stand for re-election as a result of taking an executive officer role with a new employer. As a result of these discussions, the Board decided not to nominate either of them as a director for fiscal 2021. If the current nominees are elected, we will have eight members serving on our Board and the number of directors will be reduced to eight.

Our director nominees for the 2020 Annual General Meeting are Tudor Brown, Brad Buss, Edward Frank, Richard S. Hill, Bethany Mayer, Matthew J. Murphy, Michael Strachan and Robert E. Switz. All of our director nominees are currently directors who were last elected by shareholders at the 2019 Annual General Meeting.

All nominees elected as directors will serve until the earlier of the 2021 Annual General Meeting or their resignation or removal. In the event any new nominees are appointed as directors after this Annual General Meeting, they will be required to stand for election at the next Annual General Meeting and each Annual General Meeting thereafter, if nominated to do so.

As part of our goal of building a diverse board, the N&G Committee is actively seeking out highly qualified diverse candidates (including women and minority candidates) to add to the Board. As a result, the total number of directors may subsequently increase in the future to nine or ten.

Biographical information for each of the nominees may be found immediately following this proposal. We have been advised that each of our nominees is willing to be named as such herein and each of the nominees is willing to serve as a director if elected. However, if one or more of the director nominees should be unable or, for good cause, unwilling to serve as a director, the proxy holders may vote for a substitute nominee recommended by the N&G Committee and approved by our Board or the Board may reduce its size.

Board Recommendation and Required Vote

Our Board recommends that you vote FOR the nominees for director identified above.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR the election of each such nominee. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of a simple majority of votes cast and entitled to vote at the Annual General Meeting. Abstentions are included in the calculation of votes cast and will have the same effect as an “against” vote with respect to the election of such director. Broker non-votes will be entirely excluded from the vote and will have no effect on the outcome.

If the proposal for the appointment of a director nominee does not receive the required affirmative vote of a simple majority of the votes cast, then the director will not be elected and the position on our Board that would have been filled by the director nominee will become vacant. Our Board can fill the vacancy upon the recommendation of the N&G Committee, in accordance with our Bye-laws, with that director subject to election by our shareholders at the next following Annual General Meeting.

 

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DIRECTOR NOMINEES

 

Name		Age(1)				Position(s)		Director Since
Richard S. Hill			68			Chair of the Board			2016
Matthew J. Murphy			47			Director, President and Chief Executive Officer			2016
Tudor Brown			61			Director			2016
Brad Buss			56			Director			2018
Edward Frank			63			Director			2018
Bethany Mayer			58			Director			2018
Michael Strachan			71			Director			2016
Robert E. Switz			73			Director			2016

 

(1)	The age of each director is provided as of the Record Date.

Richard S. Hill has served as our Chair of the Board since May 2016. Mr. Hill served as the Interim President and Chief Executive Officer of NortonLifeLock Inc.(formerly known as Symantec Corp.) from May 9, 2019 until November 8, 2019. Mr. Hill has served as a member of the board of directors of Xperi (formerly Tessera Technologies), a technology and intellectual property licensing firm, since August 2012 and as Chairman of its board since March 2013. Mr. Hill also served as Xperi’s Interim Chief Executive Officer from April 2013 until May 2013. Mr. Hill previously served as the Chairman and Chief Executive Officer and member of the board of directors of Novellus Systems Inc. until its acquisition by Lam Research Corporation in June 2012. Before joining Novellus in 1993, Mr. Hill spent 12 years with Tektronix Corporation, a leading designer and manufacturer of test and measurement devices. Presently, Mr. Hill is a member of the boards of directors of Xperi, Arrow Electronics, Inc., and Cabot Microelectronics Corporation. Within the past five years, Mr. Hill served as a director of Autodesk, Planar Systems, Inc., Yahoo Inc. and NortonLifeLock Inc. Mr. Hill received a Bachelor of Science in Bioengineering from the University of Illinois in Chicago and a Master of Business Administration from Syracuse University.

 

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Mr. Hill brings to the Board his extensive expertise in executive management and engineering for technology companies, as well as considerable directorial and governance experience developed through his service on the boards of directors of several public companies.

Matthew J. Murphy is Marvell’s President and Chief Executive Officer. He has led the company since joining in July 2016 and also serves as a member of the Board. In his role as President and Chief Executive Officer, Matt is responsible for leading new technology development, directing ongoing operations and driving Marvell’s growth strategy. Prior to joining Marvell, Matt worked for Maxim Integrated, a designer, manufacturer and seller of analog and mixed signal integrated circuits, for 22 years, where he advanced through a series of business leadership roles over two decades. Most recently, from 2015 to 2016 he was Executive Vice President, Business Units, Sales and Marketing. In this capacity he had company-wide profit and loss responsibility, leading all product development, sales and field applications, marketing and central engineering. From 2011 to 2015, he was Senior Vice President of the Communications and Automotive Solutions Group, leading the team that developed differentiated solutions for those markets. From 2006 to 2011, he was Vice President, Worldwide Sales & Marketing during a time when Maxim’s sales expanded significantly. Prior to 2006, he served in a variety of business unit management and customer operations roles. In prior roles, Matt led the company’s communications, data center, and automotive business groups, all of which experienced significant growth under his leadership. Matt serves on the board of directors of eBay Inc. Matt earned a Bachelor of Arts from Franklin & Marshall College and is a graduate of the Stanford Executive Program.

 

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Mr. Murphy brings to the Board both extensive industry knowledge and, as a result of his day-to-day involvement in the Company’s business, insight and information related to the Company’s strategy, financial condition, operations, competitive position and business.

 

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Tudor Brown has served as a director since December 2016. Mr. Brown, who has decades of leadership experience in the semiconductor industry, also serves on the boards of the Lenovo Group, Garrison Technology and the Semiconductor Manufacturing International Corporation, and until 2018 served on the board of Xperi (formerly Tessera Technologies). Previously, Mr. Brown was one of the founding members and, until May 2012, President of ARM Holdings plc, a publicly-traded semiconductor IP and software design company, now a wholly-owned subsidiary of the Softbank Group. During his tenure, he served in a range of leadership roles, including Chief Technical Officer, Chief Operating Officer and President. He also served for more than a decade on the company’s board of directors through his retirement in May 2012. Earlier in his career, Mr. Brown held leadership engineering roles at Acorn Computers and Sension. Mr. Brown, who earned a Master of Arts in Electrical Sciences from Cambridge University, holds a patent in low-power logic, and has been honored both as a Fellow of the Institution of Engineering and Technology, and as a Fellow of the Royal Academy of Engineering.

 

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Mr. Brown brings to the Board his experience as a founder and senior executive of one of the world’s most successful semiconductor technology and licensing companies, along with his strong operational experience and deep industry knowledge.

Brad Buss has served as a director since July 2018. Mr. Buss was the Chief Financial Officer of SolarCity Corporation, a provider of solar energy services, from 2014 until he retired in February 2016. Mr. Buss served as the Executive Vice President of Finance and Administration and Chief Financial Officer of Cypress Semiconductor Corporation from 2005 to June 2014. Mr. Buss also held prior financial leadership roles with Altera Corporation, Cisco Systems, Inc., Veba Electronics LLC and Wyle Electronics, Inc. Mr. Buss serves on the board of directors for Advance Auto Parts, Inc as well as for a few private companies. Within the past five years, Mr. Buss served as a director of Tesla Motors Inc., CaféPress, Inc. and Cavium Inc. (which Marvell acquired in July 2018). Mr. Buss holds a Bachelor of Arts in economics from McMaster University and an Honors Business Administration degree, majoring in finance and accounting, from the University of Windsor.

 

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Mr. Buss brings to the Board his executive experience and his financial and accounting expertise with both public and private companies in the semiconductor industry and other diverse industries.

Edward Frank has served as a director since July 2018. Dr. Frank has served as a Co-Founder and the Chief Executive Officer of Brilliant Lime, a developer of silicon, systems, and software products, since October 2017. Dr. Frank co-founded Cloud Parity Inc., a voice-of-the-customer startup in the San Francisco Bay Area, in late 2013 and served as its Chief Executive Officer until September 2016. From 2009 through 2013, Dr. Frank was Vice President of Macintosh Hardware Systems Engineering at Apple Inc. Before joining Apple, Dr. Frank was Corporate Vice President of Research and Development at Broadcom Corporation. Prior to joining Broadcom, Dr. Frank was the founding Chief Executive Officer of Epigram, Inc., a developer of integrated circuits and software for home networking, which Broadcom acquired in 1999. Dr. Frank serves on the board of directors of Analog Devices, Inc. and is an advisor to, or board member for, several privately held Bay Area venture capital firms and startups. Within the past five years, Dr. Frank served as a director of Amesite Inc., Quantenna Communications, Inc. and of Cavium Inc. (which Marvell acquired in July 2018). Dr. Frank holds a Bachelor of Science in Electrical Engineering and Master of Science in Electrical Engineering from Stanford University and a Ph.D. in Computer Science from Carnegie Mellon University, where he also serves on the Board of Trustees. In 2018, Dr. Frank was elected to the National Academy of Engineering for his contribution to the development and commercialization of wireless networking products. He is also a Fellow of the IEEE, and an NACD Board Leadership Fellow.

 

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Dr. Frank brings to the Board his substantial experience in the design, manufacture, sale and marketing of semiconductors and his extensive executive leadership experience.

Bethany Mayer was appointed to the Board in May 2018. Ms. Mayer is an executive partner with Siris Capital Group LLC, a private equity firm. Ms. Mayer served as Executive Vice President of Corporate Development and Technology of Sempra Energy, an energy infrastructure company, from November 2018 to

 

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January 2019. From 2014 through 2017, she was the President, Chief Executive Officer and a board member of Ixia, a market leader in test, visibility and security solutions acquired by Keysight Technologies in 2017. From 2011 through 2014, Ms. Mayer served as Senior Vice President and General Manager of HP’s Networking Business unit and the NFV business unit. From 2010 until 2011, she served as Vice President, Marketing and Alliances, for HP’s Enterprise Servers Storage and Networking Group. Prior to joining HP, she held leadership roles at Blue Coat Systems, Cisco and Apple Computer. Presently, Ms. Mayer is a member of the board of directors of Box, Inc., LAM Research Corporation, and Sempra Energy. Within the past five years, Ms. Mayer was a director of Ixia, Delphi Automotive, Datastax Inc and Snaproute Inc. She holds a Master of Business Administration from CSU-Monterey Bay and a Bachelor of Science in Political Science from Santa Clara University.

 

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In addition to her public company Board experience, Ms. Mayer brings to the Board deep domain expertise in networking, high speed communication and security gained over 25 years of experience serving in executive roles in both public and private companies.

Michael Strachan has served as a director since May 2016. Mr. Strachan retired from Ernst & Young LLP in December 2008. From July 2007 until December 2008, he was a member of Ernst & Young’s America’s Executive Board, which oversaw the firm’s strategic initiatives in North and South America. From July 2006 to December 2008, he was also a member of Ernst & Young’s U.S. Executive Board, which oversaw partnership matters in the U.S. for the firm. From July 2000 through December 2008, he was Vice Chairman and Area Managing Partner for Ernst & Young offices between San Jose, California and Seattle, Washington, and was responsible for oversight of the firm’s operations in that area. He began his career at Ernst & Young in 1976. From March 2009 to May 2014, he was a director at LSI Logic, including Chairman of the audit committee for most of that time. Mr. Strachan holds a Bachelor of Science in Accounting from Northern Illinois University.

 

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Mr. Strachan brings to the Board deep expertise relating to finance and accounting matters and extensive business management, governance and leadership experience.

Robert E. Switz has served as a director since May 2016. Mr. Switz was the Chairman, President and Chief Executive Officer of ADC Telecommunications, Inc., (“ADC”), a supplier of network infrastructure products and services from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Prior to ADC, Mr. Switz spent six years at Burr-Brown Corporation, most recently as Chief Financial Officer, Vice President of European Operations and Director of the Systems and Ventures Business. Mr. Switz has served as the Chairman of the Board of Micron Technology, Inc. since 2012. In addition to serving on the board of Micron, Mr. Switz also serves as a director of FireEye, Inc. During the past five years, he served as a director of Gigamon, Inc., GT Advanced Technologies, and as lead independent director of Broadcom Corporation until its merger with Avago Technologies Limited. Mr. Switz received a Bachelor of Science in Business Administration from Quinnipiac University and a Master of Business Administration in Finance from the University of Bridgeport.

 

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Mr. Switz brings to the Board his extensive global operations, financial and general management experience and expertise, as well as considerable directorial and governance experience developed through his service on the boards of directors of several public companies.

There are no family relationships among any of our director nominees and executive officers.

 

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CORPORATE GOVERNANCE AND

MATTERS RELATED TO OUR BOARD OF DIRECTORS

Shareholder Engagement and Corporate Governance

We believe that regular, transparent communication with our shareholders and other stakeholders is essential to the Company’s long-term success. We value the views of our shareholders and other stakeholders, and the input that we receive from them is a cornerstone of our corporate governance practices.

Our Board and management team have made a meaningful effort to engage with our shareholders and other stakeholders. We hold investor day conferences, usually in New York City, approximately every other year. In addition to our investor day conferences, our Chief Executive Officer and Chief Financial Officer hold in-person and teleconference meetings every year with many of our institutional investors. We also participate at various investor conferences. Our engagement activities have resulted in our receiving valuable feedback from our shareholders and other stakeholders who have provided important external viewpoints that inform our decisions and our strategy.

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our shareholders. We periodically review our corporate governance policies and practices (the “Corporate Governance Guidelines”) and compare them to those suggested by various authorities in corporate governance and the practices of other public companies.

Corporate Governance Guidelines

Our Board has adopted a set of Corporate Governance Guidelines to establish a framework within which it will conduct its business. The Corporate Governance Guidelines provide, among other things, that:

 

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If the Company has a member of management (or otherwise non-independent Board member) serving as Chair of the Board, our Board shall designate a lead independent director who, among other duties, is responsible for presiding over executive sessions of independent directors;

 

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A majority of the directors must be independent;

 

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Our Board shall appoint all members and chairs of the Board committees;

 

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The N&G Committee screens and recommends Board candidates to our Board;

 

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The audit committee, ECC and N&G Committee must consist solely of independent directors; and

 

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The independent directors shall meet regularly in executive session without the presence of the non-independent directors or members of our management.

We also provide our directors training on issues facing us and on subjects that would assist the directors in discharging their duties. Our Board may modify the Corporate Governance Guidelines from time to time, as appropriate. The Corporate Governance Guidelines can be found on our website (www.marvell.com) in the investor relations section. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Corporate Social Responsibility, Environment and Human Rights

“We seek to become a corporate responsibility leader in our industry. We are committed to conducting business in accordance with applicable laws and regulations and we strive to be a socially and environmentally responsible company by drawing upon internationally recognized standards and best practices.”

—Matt Murphy, Marvell’s President and Chief Executive Officer.

 

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We have recently joined the U.N. Global Compact — an organization of over 9,500 companies in over 160 countries whose strategies and operations are aligned with universal principles on human rights, labor, environment and anti-corruption, and who take actions that advance societal goals.

Our corporate social responsibility program is modeled on the Sustainability Accounting Standards Board (SASB) standard for the semiconductor industry.

We believe that corporate social responsibility initiatives have the potential to create long-term value for the Company and our shareholders by:

 

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facilitating our revenue growth by strengthening our competitive positioning;

 

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enhancing our ability to attract long-term capital and long-term investors;

 

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helping us to reduce costs and to mitigate regulatory and reputational risks;

 

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encouraging collaboration with our shareholders and other stakeholders;

 

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improving employee perception of the Company which helps us to attract, retain, and motivate our employees; and

 

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optimizing our facilities related capital expenditures.

Our commitment to advance social and environmental responsibility and business ethics extends to our supply chain though our Supplier Code of Conduct and our Policy Statement on Conflict Minerals.

Board Oversight of Corporate Social Responsibility

Our Board recognizes the importance of our corporate social responsibility initiatives and the need to provide effective oversight.

Pursuant to its committee charter, our N&G Committee maintains formal oversight responsibilities of our corporate social responsibility program. Our senior management, including the Chief Compliance Officer, reports quarterly on these matters to the N&G Committee. As part of the N&G Committee’s goal of building a diverse board, the N&G Committee is actively seeking out highly qualified diverse candidates (including women and minority candidates) to add to the Board. The N&G Committee is also responsible for reviewing the diversity of the Company’s executive officers and other employees.

Our audit committee also receives quarterly updates from our senior executives on our compliance programs including our corporate social responsibility initiatives. In addition, our Chief Compliance Officer discusses these matters with the Chair of the audit committee on a regular basis each quarter.

Our ECC is responsible for overseeing a number of matters relating to our employees, including the management of risks relating to human capital management, executive compensation plans and arrangements, as well as our compensation plans that generally apply to all employees, including our pay equity programs. Our ECC quarterly receives updates from our senior executives on employee recruitment and attrition, and our Board regularly receives the results of various surveys conducted of our employees.

Where to Find Our Policies and Reports on our Corporate Social Responsibility Initiatives

Our Human Rights Policy, Environmental, Health and Safety Policy, Code of Business Conduct and Ethics, Supplier Code of Conduct and our Policy Statement on Conflict Minerals are available on our website (www.marvell.com) in the corporate governance section of our investor relations webpage and our CSR Policy is on the global citizen section of the website. None of the material on our website is part of this proxy statement or is incorporated by reference herein. We currently report on our corporate social responsibility initiatives to our stakeholders (e.g., customers and investors) through platforms such as EcoVadis and Institutional Shareholder Services Inc. (ISS). In addition, we are looking to add other avenues within which to share our progress.

 

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Supplier Code of Conduct

We rely on our suppliers to meet our high standards as well as industry expectations to ensure that working conditions in their operations are safe, that employees and contractors are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically.

Our Supplier Code of Conduct, which was updated in fiscal 2020, applies to our suppliers, their employees, agents and subcontractors, and sets forth our expectations of our suppliers and business partners, including:

 

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Compliance with laws and regulations;

 

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Business practices and ethics;

 

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Health and safety;

 

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Labor practices and human rights;

 

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Environmental protection;

 

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Compliance with RBA Code of Conduct;

 

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Responsible sourcing;

 

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Audits and assessments; and

 

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Reporting questionable or illegal behavior.

Environment

We have adopted an Environmental, Health and Safety Policy, which is part of our corporate social responsibility program that deals with various issues including:

 

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preventing or reducing pollution to the environment through programs that reduce environmental impacts and conserve natural resources;

 

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understanding and compliance with applicable legal and other requirements;

 

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establishing environmental management systems to meet changing business and regulatory needs;

 

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protecting the health and safety of all individuals affected by our activities, including our employees and contractors, and identifying opportunities to reduce workplace hazards and risks; and

 

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requiring environmental, health and safety compliance from our employees, suppliers, vendors and sub-contractors.

Some of the steps we have taken in the past to reduce our energy use and our ecological footprint include the following:

 

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As part of our annual budgeting process we review our five-year facilities capital plan. As part of this process, we review potential technology upgrades within our facilities that we believe will increase the operational effectiveness of our mechanical and electrical systems.

 

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As a responsible steward of the environment, we are focused on the careful disposal of the electronic products we produce and distribute. We actively support the protection of the environment by efficiently repurposing and reselling our usable equipment and recycling electronic equipment that has reached the end of its lifecycle or is uneconomical to repair.

Human Rights, Diversity and Inclusion

We strive to conduct our business in a manner that respects the rights and dignity of all people. Our employees are our most important resource and our policies reflect our commitment to respect and protect internationally recognized human rights.

 

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The first of the four “Core Behaviors” that we require of, and train each of our employees on, is “Act with integrity and treat everyone with respect”, and in particular to “be inclusive and embrace the diversity of people and opinions.”

We are committed to honoring human rights in conformance with the International Labour Organization (ILO) standards. Our Human Rights Policy reflects our commitment to protecting the human rights of all people, including minorities and women. We do not tolerate human rights abuses, including but not limited to harsh or inhumane treatment, and we do not engage in any activity that solicits or encourages human rights abuses. We strive to build trust, deliver mutual advantage and demonstrate respect for human dignity and rights in our relationships, including respect for cultures, customs and values of individuals and groups.

We apply fair labor standards and practices, while respecting the laws and regulations of countries and communities where we operate. We are committed to providing equal opportunity in all aspects of employment, including equitable compensation for work performed, and we do not tolerate unlawful or unethical workplace conduct, such as discrimination, intimidation, harassment, or retaliation. In addition, our employees enjoy the freedom of association.

We also follow the Ten Principles of the United Nations Global Compact on human rights, labor, environment and anti-corruption. We are committed to making the UN Global compact and its principles part of our strategy, culture and day-to-day operations, and to engaging in collaborative projects which advance the broader development goals of the United Nations, particularly the Sustainable Development Goals.

Our Code prohibits child labor or forced labor and we are committed to preventing these practices in our operations and our supply chain.

Our internal Ethics, Compliance and Human Rights Committee, which includes members of our executive team, is responsible for periodically reviewing the human rights program and supporting the Chief Compliance Officer with future initiatives to improve the program’s performance and effectiveness.

Philanthropy

We strive to make positive contributions in the communities in which we operate and encourage our employees to do the same. Our employees have a long history of demonstrating generosity, whether through a food drive, a holiday giving program, or by donating their time volunteering or sharing their expertise, our employees show compassion to help communities in need. The Company’s corporate philanthropy is principally directed to educational and humanitarian endeavors.

Areas of focus for our philanthropic activities in fiscal 2020 included the following:

 

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supporting organizations that combat hunger, poverty and homelessness;

 

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providing educational opportunities (STEM K-12); and

 

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supporting community projects or initiatives to enrich the lives of our neighbors.

In addition, in the wake of the COVID-19 pandemic, we put into place multiple programs supporting those impacted by the pandemic. We created a $1.5 million Community Relief Fund to support local programs in the communities where we have a significant presence. We also instituted a special charitable giving match opportunity for our employees, encouraging them to give what they can to help their local communities. Beneficiaries of our program included food banks, homelessness prevention systems, financial support foundations providing for those disproportionately impacted by COVID-19, organizations providing health and safety assistance, and other humanitarian aid to those at risk. In addition to the fund, we pledged to donate the entirety of our cafeteria budget from our Santa Clara, California office, a sum of approximately $250,000 per month, to the Second Harvest Food Bank of Silicon Valley.

 

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Political Contributions

We don’t endorse candidates or make political contributions, including donations to any political party, candidate for political office or party official. We don’t sponsor a PAC (political action committee), and we don’t contribute to PACs.

Business Conduct and Ethics

Our policies are designed to promote ethical conduct and compliance with applicable laws and regulatory requirements. Our Code of Business Conduct and Ethics (the “Code”) applies to the members of our Board, all employees (including our principal executive officer, our principal financial officer, our principal accounting officer, our controller and any person performing similar functions) and contractors/contingent workers. Our Code provides the framework for the business practices and behaviors that support our commitment to:

 

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honest and ethical business conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;

 

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protecting our legitimate business interests, including our assets and corporate opportunities;

 

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compliance with the laws and regulations in every jurisdiction where we do business;

 

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full, fair, accurate, timely and understandable disclosures about the Company, our business and financial results;

 

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the confidentiality of information entrusted to our employees, officers, directors and contractors by the Company or our customers or other third parties; and

 

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accountability for adherence to the Code, including fair processes by which to determine violations.

Our employees, suppliers and other business partners are the eyes and ears of our organization and are in a position to see or hear things that we cannot, such as violations of our Code, or improper or unethical business practices. Because of that, we provide avenues for reporting concerns about unethical behavior or violations of the Code or the law, including contacting the Compliance Team at compliance@marvell.com, speaking with any manager or human resources, or contacting our confidential Ethics Concern Line. We do not retaliate against anyone that makes a good faith report about questionable behavior.

Our Code and compliance programs are regularly reviewed by our audit committee including reviews of any compliance concerns that have been raised. Our Board reviews and approves all material changes to our Code. We will disclose future waivers, if any, of our Code on our website or in a Current Report on Form 8-K filed with the SEC within four business days following the date of such waiver.

Compensation Committee Interlocks and Insider Participation

During fiscal 2020, the ECC consisted of the following persons: Robert E. Switz, Oleg Khaykin, Tudor Brown, and Donna Morris.

None of the members of the ECC who served during fiscal 2020 is a current or former officer or employee of us or our subsidiaries or had any relationship with us not otherwise disclosed herein under applicable SEC rules. In addition, to our knowledge, there are no compensation committee interlocks between us and other entities involving our executive officers or directors who serve as executive officers or directors of such other entities.

Director Qualifications

We are required to have a majority of independent directors who meet the definition of “independent director” under applicable rules of the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange

 

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Act”) and Nasdaq and SEC rules. Pursuant to our Corporate Governance Guidelines, we are required to have at least one member of our Board who meets the criteria for an “audit committee financial expert” as defined by Nasdaq and the SEC. We also believe it is appropriate for our Chief Executive Officer to participate as a member of our Board. Our Corporate Governance Guidelines provide that no individual who has attained the age of 75 as of the date of our Annual General Meeting is eligible to be nominated for election at the Annual General Meeting, absent a waiver from our Board.

The N&G Committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

 

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The highest personal and professional ethics and integrity;

 

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The ability to work together with other directors, with full and open discussion and debate as an effective, collegial group;

 

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Current knowledge and experience in our business or operations, or contacts in the community in which we do business and in the industries relevant to our business, or substantial business, financial or industry-related experience; and

 

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The willingness and ability to devote adequate time to our business.

When making its determination whether a nominee is qualified for the position of director, the N&G Committee may also consider such other factors as it may deem in the best interests of the Company and its shareholders, such as the following qualities and skills:

 

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Relationships that may affect the independence of the director or conflicts of interest that may affect the director’s ability to discharge his or her duties;

 

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Diversity of perspective, opinion, experience and background of the proposed director, including the need for financial, business, academic, public sector or other expertise on our Board or its committees, as well as gender and ethnic diversity; and

 

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The fit of the individual’s skills and experience with those of the other directors and potential directors compared to the Company’s needs.

When evaluating a candidate for nomination, the N&G Committee does not assign specific weight to any of these factors or believe that all of the criteria should necessarily apply to every candidate. In addition, as part of the N&G Committee’s goal of building a diverse board, the N&G Committee is actively seeking out highly qualified diverse candidates (including women and minority candidates) to add to the Board.

The Board assesses the effectiveness of the N&G Committee during the annual Board evaluation process.

Identifying and Evaluating Nominees for Director

The N&G Committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of our Board. Candidates considered for nomination to our Board may come from several sources, including current and former directors, professional search firms and shareholder nominations. The N&G Committee will consider all persons recommended in the same manner, regardless of the source of nomination.

A shareholder seeking to recommend a prospective nominee for the N&G Committee’s consideration should submit the candidate’s name and qualifications to our Secretary at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda. Nominees for director are evaluated by the N&G Committee, which may retain the services of a professional search firm to assist it in evaluating potential nominees.

 

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Our Bye-laws permit proxy access for shareholders. Shareholders who wish to nominate directors for inclusion in our proxy statement, or directly at an Annual General Meeting in accordance with the procedures in our Bye-laws, should see “Future Shareholder Proposals and Nominations for the 2021 Annual General Meeting” in this proxy statement for further information.

Board Leadership Structure

At the present time, the roles of Chief Executive Officer and Chair of the Board are separate. In May 2016, Richard S. Hill was appointed to the Board and designated as non-executive Chair. Because we have an independent, non-executive Chair, the independent directors on the Board have not designated a lead independent director. However, in the event the independent Board members would designate a lead independent director, his or her duties are set forth in our Corporate Governance Guidelines described above. Our separate Chair and Chief Executive Officer roles enable our independent Chair to oversee our Board and corporate governance matters and our Chief Executive Officer to lead the Company’s business. This structure facilitates effective oversight, and further strengthens our Board’s independent leadership and commitment to enhancing shareholder value and sound governance.

Board Meeting Attendance

There were sixteen meetings of our Board in fiscal 2020, as well as numerous committee meetings. The number of meetings of each committee is set forth below in “Committees of our Board.” Each director attended at least 75% of the total number of meetings of our Board and committees on which such director served during the period such director served on the Board or committee and, on average, our directors had an attendance rate in fiscal 2020 of approximately 92%. The independent directors met regularly in executive session in fiscal 2020 without the presence of the non-independent directors or members of our management.

Committees of our Board

Our Board has three standing committees: the audit committee, the ECC and the N&G Committee. Committee membership as of the Record Date was as follows:

 

NAME		AUDIT		ECC		N&G
Tudor Brown		—		Member		—
Brad Buss		Member		—		—
Edward Frank		—		—		Member
Richard S. Hill (Chair)		—		—		—
Oleg Khaykin		—		Member		Chair
Bethany Mayer		Member		—		—
Donna Morris		—		Member		Member
Michael Strachan		Chair		—		—
Robert E. Switz		—		Chair		—
Fiscal 2020 Number of Meetings		12		10		5

Our Board has adopted written charters for each of these committees, and copies of the charters are available on our website (www.marvell.com) in the corporate governance section of our investor relations webpage. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by our Board. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Audit Committee

The audit committee’s responsibilities are generally to assist our Board in fulfilling its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company. The audit

 

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committee’s purpose is to oversee management’s conduct of our accounting and financial reporting process. The audit committee also, among other things, reviews financial reporting filings with the SEC prior to issuance, appoints our independent registered public accounting firm, oversees our internal audit function and the independent registered public accounting firm, and reviews and discusses with management and our independent registered public accounting firm the adequacy and effectiveness of our internal control over financial reporting as reported by management. The audit committee also reviews, ratifies and/or approves related party transactions. The audit committee has historically met three times each quarter and at such additional times as are necessary or advisable.

Our Board has determined that each member of the audit committee meets the applicable independence, experience and other requirements of the Exchange Act, Nasdaq and the SEC. Our Board has determined that Messrs. Strachan and Buss are “audit committee financial experts” as defined by applicable Nasdaq and SEC rules.

Executive Compensation Committee (“ECC”)

The ECC has the authority to determine the compensation for our Chief Executive Officer and all other executive officers. In addition, the ECC is responsible for administering incentive compensation and equity-based award programs for non-executive employees and reviewing and recommending changes to such plans.

A subcommittee of the ECC comprised of Mr. Switz meets monthly to approve new hire and secondary equity grants for non-executive officers and employees. The subcommittee met twelve times in fiscal 2020. For more detail with respect to our equity grant practices, please see “Executive Compensation — Other Factors Considered in Determining Executive Compensation — Equity Grant Practices” below.

Our Board has determined that each member of the ECC meets the applicable independence requirements of Nasdaq and the SEC. In addition, each member of the ECC is an “outside director” under Section 162(m) of the Internal Revenue Code, and a “non-employee director” under Section 16 of the Exchange Act.

Nominating and Governance Committee (“N&G Committee”)

The N&G Committee is responsible for developing and implementing policies and practices relating to corporate governance, including evaluating and monitoring implementation of our Corporate Governance Guidelines. The N&G Committee also reviews director compensation and recommends any changes to the Board, studies and reviews with the Board the size and composition of our Board and its committees and screens and recommends candidates for election to our Board. The N&G Committee also reviews periodically with the Chair of the Board and the President and Chief Executive Officer the succession plans relating to positions held by executive officers, among other responsibilities.

Our Board has determined that each member of the N&G Committee meets the independence requirements of Nasdaq and the SEC.

Role of Compensation Consultants and Absence of Conflict of Interest with Respect Thereto

The ECC engages executive compensation consulting firms to provide advice and market data relating to executive compensation. Such compensation consulting firms serve at the discretion of the ECC. Compensia Inc. (“Compensia”) was engaged to provide advice and market data in fiscal 2020. The compensation consultant serves at the discretion of the ECC and provides analysis, advice and guidance with respect to executive compensation.

The ECC charter provides that the ECC shall be directly responsible for the appointment, compensation and oversight of the work of any committee adviser retained by it, and the Company shall provide for appropriate

 

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funding, as determined by the ECC, for payment of reasonable compensation to any committee adviser, and ordinary administrative expenses of the ECC that are necessary or appropriate in carrying out its duties. The ECC may select a committee adviser, and receive advice from a committee adviser, only after taking into consideration all factors relevant to that person’s independence from the Company’s management, specifically including the following:

 

•

The provision of other services to the Company by the committee adviser’s employer;

 

•

The amount of fees received from the Company by the committee adviser’s employer, as a percentage of the total revenue of the committee adviser’s employer;

 

•

The policies and procedures of the committee adviser’s employer that are designed to prevent conflicts of interest;

 

•

Any business or personal relationship of the committee adviser with a member of the ECC;

 

•

Any stock of the Company owned by the committee adviser; and

 

•

Any business or personal relationship of the committee adviser or the committee adviser’s employer with an executive officer of the Company.

Under SEC rules, the ECC must determine whether any work completed by a compensation consultant raised any conflict of interest, after considering the six independence-related factors listed above. For fiscal 2020, the ECC reviewed these six factors as they apply to Compensia and identified no conflicts of interest.

Additional information concerning the compensation policies and objectives established by the ECC and the respective roles of our Chief Executive Officer and the compensation consultants in assisting with the determination of compensation for each of the executive officers named in the Summary Compensation Table, referred to in this proxy statement as our “named executive officers,” is included under the heading “Executive Compensation.”

Director Nominations

The N&G Committee identifies, recruits and recommends to our Board, and our Board approves, director nominees for election at each Annual General Meeting and new directors for election by our Board to fill vacancies that may arise. Under our Bye-laws, any director appointed by our Board is required to be voted upon by shareholders at our next Annual General Meeting.

The nominees for election at this Annual General Meeting were recommended and approved by the N&G Committee and our Board, respectively. The N&G Committee will consider proposals for nomination from shareholders that are made in writing to our Secretary at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. For general information regarding shareholder proposals and nominations, see “Future Shareholder Proposals and Nominations for the 2021 Annual General Meeting” included in this proxy statement.

Shareholder Communications with Our Board

Our Board has established a process for shareholders to send communications to our directors. If you wish to communicate with our Board or individual directors, you may send your communication in writing to: Chief Administration and Legal Officer and Secretary, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. You must include your name and address in the written communication and state whether you are a shareholder. The Chief Administration and Legal Officer and Secretary (or other officer acting in such capacity) will compile all such communications and forward appropriate communications to the relevant director or directors or committee of our Board based on the subject matter, or to the director or directors to whom such communication is addressed.

 

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Director Independence

Our Board has determined that, among the nonemployee nominees for director at this Annual General Meeting, each of Ms. Mayer, and Messrs. Brown, Buss, Frank, Hill, Strachan and Switz is “independent” as such term is defined by the rules and regulations of Nasdaq and the SEC. Our Board has also determined that, among the nonemployee directors who are not standing for reelection at this Annual General Meeting, both Ms. Morris and Mr. Khaykin, are independent. In addition, former director Syed Ali was independent during the period he served on the Board. For a director to be considered independent, our Board must affirmatively determine that neither the director nor any member of his or her immediate family has had any direct or indirect material relationship with us within the previous three years.

Our Board considered certain relationships, transactions and/or arrangements with each of the directors including those listed below and concluded that none of the above nonemployee directors, or any of their immediate family members, has or has had within the previous three years any relationship with us that would impair his or her independence.

Mr. Khaykin, a member of our Board and of our ECC and N&G Committees, is the Chief Executive Officer, President and Director of Viavi Solutions, Inc, which sold equipment to the Company during the most recent fiscal year. Purchases from Viavi Solutions were made in the ordinary course of business, on commercially reasonable terms and represented less than 1% of the revenue of the Company and less than 1% of the revenue of Viavi Solutions. The Board determined that Mr. Khaykin’s relationship with Viavi Solutions and the transactions between the Company and Viavi Solutions do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that Mr. Khaykin is independent.

Ms. Morris, a member of our Board and of our ECC and N&G Committees, was the Executive Vice President, Employee Experience at Adobe Inc., during the fiscal year. Adobe, Inc. provided services in connection with the migration of the Company’s extranet during the most recent fiscal year. Purchases from Adobe, Inc. were made in the ordinary course of business, on commercially reasonable terms and represented less than 1% of the revenue of the Company and less than 1% of the revenue of Adobe, Inc. The Board determined that Ms. Morris’s relationship with Adobe, Inc. and the transactions between the Company and Adobe, Inc. do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that Ms. Morris is independent.

Board’s Role in Risk Oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. Our Board regularly reviews information regarding our liquidity, intellectual property, significant litigation matters and operations, as well as the risks associated with each of such items. Our ECC is responsible for reviewing with management the Company’s major compensation-related risk exposures. The audit committee reviews and discusses with management its program to identify, assess, manage and monitor significant business risks of the Company, including financial, operational, privacy, cyber-security, business continuity, legal and regulatory, compliance and reputational risks. The N&G Committee manages risks associated with the independence of our Board, potential conflicts of interest and corporate social responsibility. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

During fiscal 2020, our Board received reports on the most important strategic issues and risks facing the Company. In addition, our Board and its committees receive regular reports from our head of internal audit, our Chief Administration and Legal Officer, our Chief Compliance Officer and other senior management regarding enterprise risk management, litigation and legal matters, compliance programs and risks and other applicable risk-related policies, procedures and limits. We believe that our leadership structure supports our risk oversight function. As indicated above, certain important categories of risk are assigned to committees that review, evaluate and receive management reports on risk.

 

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Risks Related to Our Compensation Policies and Practices

As noted above, our ECC is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as well as our compensation plans that generally apply to all employees. In May 2020, the ECC asked Compensia, the ECC’s compensation consultant, to perform a risk assessment of our compensation programs. The purpose of this review was to determine whether such programs might encourage excessive or inappropriate risk taking that could result in a material adverse effect on the Company. Compensia, with the assistance of our management, reviewed these programs, taking into consideration:

 

•

Pay mix;

 

•

Caps on incentive pay;

 

•

Performance measures;

 

•

Funding mechanisms; and

 

•

Plan governance.

The annual risk assessment concluded that the Company’s compensation programs do not contain incentives to take risks that could have a material adverse effect on the Company.

Director Stock Ownership Guidelines

Each director is expected to have a combination of common shares and unvested time-based restricted stock units with a value equal to five times his or her basic annual cash retainer. There is no specific timeline for compliance, although the Board or the N&G Committee may discuss the reasons for a shortfall with the subject director if it occurs more than five years after being guideline eligible. While below the guideline, at any time, there is a minimum holding expectation for 50% of net after tax shares following vesting of restricted stock units until the guideline is met.

Annual General Meeting Attendance

Although directors are encouraged to attend our Annual General Meetings, we do not have a formal policy requiring such attendance. All of the persons who were our independent directors at the time of last year’s Annual General Meeting attended the meeting in person or by telephone.

Compensation of Directors

Nonemployee directors receive both cash and equity compensation for their service as directors. Directors who are also employees of the Company do not receive any additional compensation for their service as directors.

The Board, upon the recommendation of the N&G Committee, is responsible for reviewing the director compensation program and approving any changes. In September 2019, the N&G Committee reviewed our directors’ compensation relative to the compensation peer group approved by the ECC. The N&G Committee, after consultation with Compensia, determined that certain compensation was below the median. Therefore, changes were made to the directors’ compensation as noted in the following table.

 

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Cash Compensation

As amended in September 2019, the annual fees for our nonemployee directors for fiscal 2020 and fiscal 2021 are set forth below:

 

Cash Compensation Element*		Cash Compensation Program for Fiscal 2021($)				Cash Compensation Program for Fiscal 2020($)
Annual Retainer			75,000				60,000
Chair fee			110,000				100,000
Audit Committee Chair			30,000				25,000
Audit Committee Member			15,000				12,500
Executive Compensation Committee Chair			20,000				20,000
Executive Compensation Committee Member			10,000				10,000
Nominating and Governance Committee Chair			15,000				15,000
Nominating and Governance Committee Member			7,500				7,500

 

*	Compensation for fiscal 2020 was in effect in the first, second and third quarters of the fiscal year. Compensation for fiscal 2021 was in effect beginning with the fourth quarter of fiscal 2020.

The retainer fees are paid in quarterly installments in arrears and are prorated for length of service as appropriate. Nonemployee directors serving on a committee receive either the applicable chairmanship fee or the membership fee, but not both. Nonemployee directors are reimbursed for travel and other reasonable out-of-pocket expenses related to attendance at Board and committee meetings. For a summary of the fiscal 2020 cash compensation paid to our nonemployee directors, please see the Director Compensation Table below.

Nonemployee directors have the ability to elect to take their cash compensation in the form of the Company’s fully vested common shares. Such election must be made during an open trading window in accordance with the Company’s trading policies. None of the nonemployee directors made such an election in fiscal 2020 other than Ms. Morris.

Equity Compensation

Our nonemployee directors are eligible to receive equity awards under the 1995 Stock Option Plan. Each nonemployee director who is elected or appointed at the Annual General Meeting is automatically granted, immediately following the Annual General Meeting, a restricted stock unit (“RSU”) award (the “Annual RSU Award”) for a number of shares with an aggregate fair market value equal to $220,000 (for the June 2019 meeting) and $235,000 (for the July 2020 meeting), which increase was effective as of September 2019. The Annual RSU Award vests as to 100% of the shares on the earlier of the one-year anniversary of the date of grant or the next Annual General Meeting. If a Board member joins the Board on a date after the Annual General Meeting, the Annual RSU Award is pro-rated based on the Board member’s length of service from joining the Board until the date of the next Annual General Meeting.

 

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Director Compensation Table — Fiscal 2020

The following table sets forth the total compensation paid to each of our nonemployee directors serving in such capacity during any portion of fiscal 2020.

 

Board Members(1)		Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)				Total ($)
Syed Ali			24,066				0				24,066
Tudor Brown			73,750				217,802				291,552
Brad Buss			76,875				217,802				294,677
Edward Frank			71,250				217,802				289,052
Richard S. Hill			166,250				217,802				384,052
Oleg Khaykin			88,750				217,802				306,552
Bethany Mayer			76,875				217,802				294,677
Donna Morris(3)			0				298,992				298,992
Michael Strachan			90,000				217,802				307,802
Robert E. Switz			83,750				217,802				301,552

 

(1)	Mr. Ali did not stand for reelection at the 2019 Annual General Meeting and therefore did not receive the Annual RSU Award for fiscal 2020.

(2)

The dollar value of RSU awards shown represents the grant date fair value calculated on the basis of the fair market value of the underlying common shares on the grant date in accordance with FASB ASC Topic 718. The actual value that a director will realize on each RSU award will depend on the price per share of our common shares at the time shares underlying the RSUs are sold. There can be no assurance that the actual value realized by a director will be at or near the grant date fair value of the RSUs awarded.

(3)	Ms. Morris elected to receive director fees in stock instead of cash. In connection with this election, she received 3,289 shares during fiscal 2020 in lieu of $81,250 in cash.

The following table provides the number of shares subject to outstanding RSUs and stock options held at February 1, 2020 for each nonemployee director serving in that capacity during any portion of fiscal 2020, as applicable. Vesting of the nonemployee director RSUs is subject to the individual Board member’s continued service as of the vesting date. No nonemployee director currently receives stock options as compensation for his or her Board service.

 

Board Members(1)		Total RSU Awards Outstanding (#)				Total Stock Options Outstanding (#)				RSU Vesting Date
Syed Ali			—				—				—
Tudor Brown			9,216				—				June 28, 2020
Brad Buss			9,216				—				June 28, 2020
Edward Frank			9,216				—				June 28, 2020
Richard S. Hill			9,216				—				June 28, 2020
Oleg Khaykin			9,216				—				June 28, 2020
Bethany Mayer			9,216				—				June 28, 2020
Donna Morris			9,216				—				June 28, 2020
Michael Strachan			9,216				—				June 28, 2020
Robert E. Switz			9,216				—				June 28, 2020

 

(1)	Mr. Ali did not stand for reelection at the 2019 Annual General Meeting and therefore did not receive an Annual RSU Award for fiscal 2020.

 

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PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Under Section 14A of the Exchange Act, our shareholders are entitled to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in accordance with the SEC’s rules in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement, together with the compensation tables and the narrative disclosure related thereto. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation as a whole.

The ECC oversees the development and administration of our executive compensation program, including the underlying philosophy and related policies. Our primary business objective is to create long-term value for our shareholders. To achieve this objective, the executive compensation program is intended to achieve the following goals:

 

•

Market Competitive: Provide a market-competitive level of total compensation opportunity that reflects the individual named executive officer’s role and ability to impact business performance.

 

•

Performance-Based: Establish an explicit link between compensation and both overall business results and shareholder returns over short- and long-term periods.

 

•

Long-Term Focused: Promote a long-term focus for our named executive officers through incentive compensation that vests over multiple years.

 

•

Aligned with Shareholders: Align the interests and objectives of our named executive officers with furthering our growth and creating shareholder value through distribution of equity.

The ECC believes that both the elements and level of fiscal 2020 compensation for our executive officers are consistent with the goals contained in our compensation philosophy, as well as the overall goal of emphasizing sustained share price growth, and that the performance-based equity awards further reinforce our compensation program goals.

Value Creation Awards. In fiscal 2020, we introduced a new form of equity incentive, referred to as a Value Creation Award or a VCA, that vests only in the event of a very substantial increase in shareholder value. This incentive was designed to substantially reward the recipients in the event the average stock price per share grows to more than $40 for a 100 calendar day period prior to April 15, 2023. That growth would represent an increase in Marvell’s market capitalization of approximately $11.6 billion (or 79%) over the market capitalization in effect on the date the grants were approved by the ECC. Because these awards are intended to cover a period through April 2023, it is not intended that this type of award be granted on a regular basis. However, the addition of this multi-year incentive means that the total value of equity awards granted to the named executive officers in fiscal 2020 is significantly higher than in the preceding or subsequent fiscal years. A more detailed description of the terms of the Value Creation Awards is provided in the Compensation Discussion and Analysis section below.

Before casting your vote on this proposal, please review the Compensation Discussion and Analysis, and the related compensation tables and narrative disclosure carefully to understand the design of our named executive officer compensation program.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

 

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Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual General Meeting:

“RESOLVED, that, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures be and is hereby APPROVED.”

The say-on-pay vote is advisory and, therefore, not binding on us, the ECC or our Board. However, the say-on-pay vote will provide us information regarding investor sentiment about our executive compensation philosophy, policies and practices, which the ECC will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our ECC value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation, we will consider our shareholders’ concerns and the ECC will evaluate whether any actions are necessary to address those concerns. The say-on-pay vote is currently provided to shareholders on an annual basis. It is anticipated that the next advisory vote to approve named executive officer compensation will be conducted at our 2021 Annual General Meeting.

Board Recommendation and Required Vote

Our Board unanimously recommends that you vote FOR the approval of Proposal No. 2.

Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR Proposal No. 2. Assuming the presence of a quorum, the required vote to approve the proposal is the affirmative vote of at least a simple majority of votes cast and entitled to vote at the Annual General Meeting. Abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on the outcome.

 

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