Schedule 14A


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Table of Contents
SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1)

 

 

Filed by the Registrant   x




 

 

Filed by a Party other than the Registrant   o

 

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Under Rule 14a-12

MARVELL TECHNOLOGY GROUP LTD.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

      Payment of Filing Fee (Check the appropriate box):

 

 

 

x   No fee required.

 

 

 

o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.




 

 

 

(1)   Title of each class of securities to which transaction applies:



 

 

 

(2)   Aggregate number of securities to which transaction applies:



 

 

 

(3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



 

 

 

(4)   Proposed maximum aggregate value of transaction:



 

 

 

(5)   Total fee paid:



 

 

 

o   Fee paid previously with preliminary materials.



 

 

 

o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.




 

 

 

(1)   Amount previously paid:



 

 

 

(2)   Form, Schedule or Registration Statement no.:



 

 

 

(3)   Filing Party:



 

 

 

(4)   Date Filed:

Table of Contents
MARVELL TECHNOLOGY GROUP LTD.

4th Floor

Windsor Place

22 Queen Street

P.O. Box HM 1179

Hamilton HM EX

Bermuda
May 23, 2003
Dear Shareholder:
      You are cordially invited to attend the 2003 Annual General Meeting of Shareholders of Marvell Technology Group Ltd., a Bermuda corporation, scheduled to be held at the offices of the Company’s subsidiary, Marvell Semiconductor, Inc., 700 First Avenue, Sunnyvale, California 94089, on Friday, June 27, 2003 at 3:00 p.m. local time.
      As described in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement, shareholders will be asked to vote on the election of Class 3 directors for the Company, to appoint PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s 2004 fiscal year, to authorize the Board of Directors to fix the auditor’s remuneration, to approve an amendment to the Company’s 2000 Employee Stock Purchase Plan and to approve the Company’s amended and restated 1995 Stock Option Plan. Directors and executive officers of the Company will be present at the Annual General Meeting to respond to any questions that our shareholders may have regarding the business to be transacted.
      Your vote is very important, regardless of the number of shares you own. I urge you to vote your proxy as soon as possible. Whether or not you plan to attend the Annual General Meeting in person, I urge you to sign, date and promptly return the enclosed proxy card in the accompanying postage prepaid envelope. You may, of course, attend the Annual General Meeting and vote in person even if you have previously returned your proxy card.
      On behalf of the Board of Directors and all of the employees of the Company, I wish to thank you for your continued support of the Company.

 

 

 

Sincerely yours,




 

 

 

 




 

 

 

Dr. Sehat Sutardja, Ph.D.

 

Co-Chairman of the Board, President and Chief Executive Officer

Table of Contents
MARVELL TECHNOLOGY GROUP LTD.

4th Floor

Windsor Place

22 Queen Street

P.O. Box HM 1179

Hamilton HM EX

Bermuda

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 27, 2003
       The 2003 Annual General Meeting of Shareholders of Marvell Technology Group Ltd., a Bermuda corporation, will be held at the offices of the Company’s subsidiary, Marvell Semiconductor, Inc., 700 First Avenue, Sunnyvale, California 94089, on Friday, June 27, 2003 at 3:00 p.m. local time, subject to adjournment or postponement by the Board of Directors, for the following purposes:


 

 

 

 

1. 

To elect three directors constituting Class 3 of the Company’s Board of Directors, each to hold office for a three-year term and until his or her successor is duly elected and qualified;

 

 

 

 

2. 

To re-appoint PricewaterhouseCoopers LLP as the independent auditors of the Company for the Company’s 2004 fiscal year ending January 31, 2004 and to authorize the Board of Directors to fix the auditor’s remuneration;

 

 

 

 

3. 

To approve an amendment to the Company’s 2000 Employee Stock Purchase Plan;

 

 

 

 

4. 

To approve the Company’s amended and restated 1995 Stock Option Plan; and

 

 

 

 

5. 

To transact such other business as may properly come before the Annual General Meeting or any or all adjournments or postponements thereof.

      The Company will also lay before the meeting the financial statements of the Company for the fiscal year ended February 1, 2003 pursuant to the provisions of the Bermuda Companies Act of 1981 and the Company’s Bye-Laws.
      Only holders of record of common stock of the Company on May 2, 2003, will be entitled to notice of, and to vote at, the Annual General Meeting and any adjournment or postponement thereof.
      In order to constitute a quorum for the conduct of business at the Annual General Meeting, it is necessary that holders of a majority of all outstanding shares of common stock be present in person or be represented by proxy. Your attention is invited to the accompanying proxy statement. To assure your representation at the Annual General Meeting, please date, sign and mail the enclosed proxy, for which a return envelope is provided. Execution of a proxy will not in any way affect a shareholder’s right to attend the Annual General Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

 

 

 

By order of the Board of Directors

 

 

 

 

 

 

 

WEILI DAI

 

Secretary

Sunnyvale, California

May 23, 2003
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.

NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

If you have any questions, or have any difficulty voting your shares, please contact Marvell Semiconductor, Inc.,

attention: Vice President of Business Affairs and General Counsel, at (408) 222-2500.




TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

PROXY STATEMENT

Proposal No.1 Election of Directors

Proposal No.2 Re-Appointment of Independent Auditors

Proposal No.3 Approval of Amendment to the 2000 Employee Stock Purchase Plan

Proposal No.4 Approval of Amended and Restated 1995 Stock Option Plan

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

EXECUTIVE COMPENSATION

OPTION GRANTS IN LAST FISCAL YEAR

OPTION GRANTS IN FISCAL YEAR-END 2003

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

JOINT REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES

REPORT OF THE AUDIT COMMITTEE

INFORMATION CONCERNING INDEPENDENT AUDITORS

STOCK PRICE PERFORMANCE GRAPH

RELATED PARTY TRANSACTIONS

SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL GENERAL MEETING

OTHER MATTERS

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

ANNUAL REPORT ON FORM 10-K

Appendix A

Appendix B

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