27 unchanged sentences
No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended January 28, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: As a result of the COVID-19 pandemic, we have modified our workplace practices globally, resulting in most of our employees working remotely.
−Removed: We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
+Added: We adopted a hybrid work policy where most of our employees have the option to split their time between working from home and the office.
+Added: In addition, we continue to monitor and assess the potential impact of the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
We believe that our internal controls over financial reporting are being executed effectively and continue to be effective.
28 unchanged sentences
March 9, 2023
−Removed: Unless we file an amendment to this Form 10-K within 120 days after January 29, 2022 to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our 2022 annual meeting of stockholders to be held on June 23, 2022 (the “2022 Proxy Statement”).
+Added: Unless we file an amendment to this Form 10-K within 120 days after January 28, 2023 to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our 2023 annual meeting of stockholders to be held in June 2023 (the “2023 Proxy Statement”).
Directors, Executive Officers and Corporate Governance
3 unchanged sentences
Code of Ethics
−Removed: We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees.
+Added: We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors (the “Code of Ethics”) that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees.
This Code of Ethics was most recently amended in March 2022.
−Removed: We will disclose certain future amendments to or waivers from our Code of Ethics and Business Conduct for Employees, Officers and Directors on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver.
−Removed: Our Code of Ethics and Business Conduct for Employees, Officers and Directors is available on our website www.marvell.com.
+Added: We intend to disclose certain future amendments to certain provisions of our Code of Ethics and waivers of our Code of Ethics granted to executive officers and directors on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver.
+Added: Our Code of Ethics is available on our website www.marvell.com.
None of the material on our website is part of our Annual Report on Form 10-K or is incorporated by reference herein.
28 unchanged sentences
(3) Includes our Amended and Restated 1995 Stock Option Plan, our Amended 2000 Employee Stock Purchase Plan (the “2000 ESPP”).
−Removed: (4) The number of shares reserved for issuance under our 2000 ESPP includes an annual increase in shares reserved for issuance equal to the lesser of (i) 8,000,000 shares of Common Stock, or (ii) 1.5% of the outstanding shares of capital stock on such date, or (iii) an amount determined by the Board (provided that the amount approved by the Board shall not be greater than (i) or (ii)).
(4) Plans not approved by security holders consists of the Cavium 2007, 2016 and Qlogic equity incentive plans which we assumed in our merger with Cavium Inc, Aquantia 2004, 2015 and 2017 equity incentive plans which we assumed in our merger with Aquantia, Inphi 2010 equity incentive plans which we assumed in our merger with Inphi and Innovium 2015 equity incentive plans which we assumed in our merger with Innovium.
50 unchanged sentences
8-K 000-30877 4.1 4/19/2021
+Added: 4.12 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended;
+Added: Filed Herewith
10.1 Form of Indemnification Agreement
29 unchanged sentences
10-Q 001-40357 10.21 8/27/2021
−Removed: 10.8# Marvell Technology Group Ltd.
−Removed: 2000 Employee Stock Purchase Plan (now named the Marvell Technology, Inc.
−Removed: 2000 Employee Stock Purchase Plan, as Amended and Restated) (as amended and restated as of April 2, 2021)
−Removed: S-8 333-255384 4.2 4/20/2021
−Removed: 10.8.1# Marvell Technology Group Ltd.
−Removed: 2000 Employee Stock Purchase Plan, as Amended and Restated (now named the Marvell Technology, Inc.
−Removed: 2000 Employee Stock Purchase Plan, as Amended and Restated) Form of Subscription Agreement
−Removed: S-8 333-255384 4.3 4/20/2021
+Added: 10.7.7# Form of Relative TSR RSU Grant Notice as amended March 2022
+Added: 10-Q 001-40357 10.7.7 5/27/2022
+Added: 10.7.8# Form of Relative TSR and EPS RSU Grant Notice
+Added: 10-Q 001-40357 10.7.8 5/27/2022
+Added: 10.7.9# Form of Relative TSR and EPS RSU Grant Notice December 2022
+Added: Filed Herewith
+Added: 10.8.1# Marvell Technology Inc.
+Added: 2000 Employee Stock Purchase Plan (as approved by shareholders as of June 23, 2022)
+Added: Filed Herewith
10.8.2# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021
3 unchanged sentences
8-K 000-30877 10.1 6/20/2016
−Removed: 10.9.1# Severance Agreement with Matt Murphy as amended December 1, 2020
−Removed: 10-Q 000-30877 10.6 12/4/2020
+Added: 10.9.1# Severance Agreement with Matt Murphy as amended 2022
+Added: Filed Herewith
10.10# Cavium, Inc.
23 unchanged sentences
10-Q 000-30877 10.4 9/8/2016
−Removed: 10.20# Fiscal Year 2022 Named Executive Officer Compensation
−Removed: 10-Q 001-40357 10.20 6/9/2021
−Removed: 10.21# Marvell Technology Group Ltd.
−Removed: Change in Control Severance Plan and Summary Plan Description effective June 2016 and updated June 2020
+Added: 10.20# Fiscal 2023 Named Executive Officer Compensation
10-Q 001-40357 10.20 5/27/2022
+Added: 10.21# Marvell Technology Inc.
+Added: Change in Control Severance Plan and Summary Plan Description 2022
+Added: Filed Herewith
10.22 Warrant to Purchase Common Shares of Marvell dated June 5, 2019
13 unchanged sentences
S-8 333-260060 4.1 10/5/2021
−Removed: 10.29 Registration Rights Agreement, dated as of May 4, 2021, by and between Marvell Technology, Inc.
−Removed: Morgan Securities LLC
−Removed: S-4 333-260832 4.6 11/5/2021
−Removed: 10.30 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended;
−Removed: S-4 333-251606 12/22/2020
+Added: 10.29# Promotion to Chief Finance Officer Letter Willem Meintjes
+Added: Filed Herewith
21.1 Subsidiaries of Registrant
29 unchanged sentences
Form 10-K Summary
−Removed: Not applicable.
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
1 unchanged sentence
March 9, 2023 By:
−Removed: / S / JEAN HU
+Added: / S / WILLEM MEINTJES
+Added: Willem Meintjes
Chief Financial Officer
2 unchanged sentences
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew J.
−Removed: Murphy and Jean Hu, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: Murphy and Willem Meintjes, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
3 unchanged sentences
March 9, 2023
−Removed: Chief Financial Officer (Principal Financial Officer) March 10, 2022
/S/ WILLEM MEINTJES
−Removed: Chief Accounting Officer (Principal Accounting Officer) March 10, 2022
+Added: Chief Financial Officer (Principal Financial Officer) March 9, 2023
Willem Meintjes
+Added: /S/ PANTEHA DIXON
+Added: Chief Accounting Officer (Principal Accounting Officer) March 9, 2023
+Added: Panteha Dixon
+Added: /S/ SARA ANDREWS
+Added: Director March 9, 2023
/S/ TUDOR BROWN
6 unchanged sentences
Chairman of the Board March 9, 2023
−Removed: /S/ MARACHEL KNIGHT Director March 10, 2022
−Removed: Marachel Knight
+Added: /S/ REBECCA HOUSE Director March 9, 2023
+Added: Rebecca House
Name and Signature Title Date
−Removed: /S/ BETHANY MAYER
+Added: /S/ MARACHEL KNIGHT
Director March 9, 2023
−Removed: Bethany Mayer
+Added: Marachel Knight
/S/ MICHAEL STRACHAN
6 unchanged sentences
VALUATION AND QUALIFYING ACCOUNTS
−Removed: (in thousands)
+Added: (in millions)
of Year Additions Deductions Balance at
5 unchanged sentences
Deferred tax asset valuation allowance $ 749.5 $ 253.9 $ — $ 1,003.4
−Removed: Fiscal year ended February 1, 2020
+Added: Fiscal year ended January 30, 2021
Allowance for doubtful accounts $ 2.2 $ 1.4 $ ( 1.5 ) $ 2.1
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.