Marvell Reaches Deal With Starboard On Composition Of Board Of Directors

(RTTNews) - Marvell Technology Group Ltd. (MRVL) said that it has entered into an agreement with Starboard Value LP, which has a beneficial ownership of approximately 6.5% of the Company's outstanding common stock, regarding the composition of Marvell's Board of Directors.

As part of the agreement, Starboard has agreed to vote all of its shares in favor of the Marvell nominees at the 2016 annual general meeting of shareholders and has entered into other customary standstill and voting commitments.

As per the terms of the agreement, Marvell's Board of Directors will elect Peter Feld, Richard Hill and Oleg Khaykin to the Board. Starboard will designate an additional independent director to be added to the Marvell Board as soon as practical, subject to the reasonable approval of the Board.

Marvell will also elect Robert Switz to the Board. Feld, Hill, Khaykin and the additional independent director named in accordance with the agreement will stand for election as nominees of Marvell at the Marvell 2016 annual meeting of shareholders, together with Switz and incumbent independent directors Juergen Gromer, John Kassakian, Arturo Krueger and Randhir Thakur.

Marvell said its board has commenced a search to identify a Chief Executive Officer. The search will be overseen by the Nominating and Corporate Governance Committee of the Board of Directors, which will be chaired by Mr. Feld, and of which Krueger, Thakur and Khaykin will be members. The Company has retained a leading executive search firm to assist in identifying candidates.

The Board of Directors will elect a non-executive Chairman of the Board from among the independent members of the Board. The Executive Compensation Committee will be chaired by Khaykin, and Gromer, Kassakian and Feld will be members. The Audit Committee will be chaired by Switz, and Gromer and Kassakian will be members.