1 unchanged sentence
Management’s Evaluation of Disclosure Controls and Procedures
−Removed: Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of January 28, 2023.
+Added: Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of February 3, 2024.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
−Removed: Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of January 28, 2023.
+Added: Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of February 3, 2024.
Management has concluded that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
8 unchanged sentences
Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2023 using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).
−Removed: Based on this assessment, management concluded that our internal control over financial reporting was effective as of January 28, 2023.
−Removed: The effectiveness of our internal control over financial reporting as of January 28, 2023 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 3, 2024 using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).
+Added: Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 3, 2024.
+Added: The effectiveness of our internal control over financial reporting as of February 3, 2024 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.
Inherent Limitations on Effectiveness of Controls
7 unchanged sentences
Changes to Internal Control over Financial Reporting
−Removed: 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: 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.
−Removed: 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.
−Removed: We believe that our internal controls over financial reporting are being executed effectively and continue to be effective.
+Added: 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 February 3, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Other Information
+Added: In the fourth quarter of fiscal 2024, the following trading plans were adopted or terminated by an executive officer or director of the Company:
+Added: Name Title Adopted or Terminated Adoption/Termination Date Plan Start Date Plan End Date Transactions Shares
+Added: Chief Legal Officer
+Added: Adopted 1/19/2024 4/19/2024 4/14/2025 Sales 10,000
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
4 unchanged sentences
We have audited the internal control over financial reporting of Marvell Technology, Inc.
−Removed: and subsidiaries (the “Company”) as of January 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 28, 2023, of the Company and our report dated March 9, 2023, expressed an unqualified opinion on those financial statements.
+Added: and subsidiaries (the “Company”) as of February 3, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 3, 2024, of the Company and our report dated March 13, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
17 unchanged sentences
March 13, 2024
−Removed: 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”).
+Added: Unless we file an amendment to this Form 10-K within 120 days after February 3, 2024 to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our 2024 annual meeting of stockholders to be held in June 2024 (the “2024 Proxy Statement”).
Directors, Executive Officers and Corporate Governance
−Removed: The information required by Items 401 and 407(c)(3) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board” and “Executive Officers of the Company” in our 2023 Proxy Statement.
+Added: The information required by Items 401, 407(c)(3) and 408(b) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board,” “Executive Officers of the Company” and “Insider Trading, Anti-Hedging and Anti-Pledging Policies” in our 2024 Proxy Statement.
Delinquent Section 16(a) Reports
14 unchanged sentences
Equity Compensation Plan Information
−Removed: The following table provides certain information with respect to all of our equity compensation plans in effect January 28, 2023:
+Added: The following table provides certain information with respect to all of our equity compensation plans in effect February 3, 2024:
Plan Category (a)
15 unchanged sentences
Equity compensation plans not approved by security holders (4) 921,554 $ 13.78 —
−Removed: (1) Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding as of January 28, 2023).
+Added: (1) Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding as of February 3, 2024).
(2) The weighted-average exercise price calculation does not take into account any restricted stock units as those units vest, without any cash consideration or other payment required for such shares.
21 unchanged sentences
10-Q 000-30877 2.1 9/4/2019
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
+Added: 3.1 Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
8-K 001-40357 3.1 3/15/2023
1 unchanged sentence
8-K 001-40357 3.2 4/20/2021
−Removed: 4.1 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and Wells Fargo Bank, National Association, as trustee
−Removed: 8-K 001-40357 4.1 4/21/2021
−Removed: 4.2 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and U.S.
−Removed: Bank National Association, as trustee
−Removed: 8-K 001-40357 4.2 4/21/2021
4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc.
17 unchanged sentences
8-K 001-40357 4.4 5/4/2021
+Added: 4.10 Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc.
+Added: Bank Trust Company, National Association (successor in interest to U.S.
+Added: Bank National Association), as trustee
+Added: 001-40357 4.1 9/18/2023
+Added: 4.11 Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)
+Added: 001-40357 4.2 9/18/2023
+Added: 4.12 Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1)
+Added: 001-40357 4.3 9/18/2023
+Added: 4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association), as trustee.
+Added: 8-K 000-30877 4.1 6/22/2018
+Added: 4.14 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: Bank National Association), as trustee
+Added: 8-K 000-30877 4.2 6/22/2018
4.15 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd.
2 unchanged sentences
4.16 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: Filed Herewith
+Added: 10-K 001-40357 4.12 3/9/2023
10.1 Form of Indemnification Agreement
2 unchanged sentences
8-K 000-30877 10.1 12/8/2020
−Removed: 10.3** Revolving Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent
−Removed: 8-K 000-30877 10.2 12/8/2020
−Removed: 10.4** Amendment No.
−Removed: 1 to Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., the Lenders party thereto, Bank of America, N.A., as the Revolving Facility Agent, and Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent
−Removed: 8-K 000-30877 10.3 12/8/2020
−Removed: 10.5 Form of Exchange Agreement
+Added: 10.3.1 First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent
8-K 001-40357 10.2 4/17/2023
−Removed: 10.6 Registration Rights Agreement, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd.
−Removed: Morgan Securities, LLC, BofA Securities, Inc.
−Removed: and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes
+Added: 10.3.2 Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement.
+Added: 10.4.1** Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc.., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent.
8-K 001-40357 10.1 4/17/2023
+Added: 10.4.2 First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement
10.5# Marvell Technology Group Ltd.
4 unchanged sentences
8-K 000-30877 10.2 9/26/2013
−Removed: 10.7.2# Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan
−Removed: 10-Q 000-30877 10.2 6/5/2014
10.5.2# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan
10-K 000-30877 10.3.11 3/29/2018
−Removed: 10.7.4# Form of Relative TSR RSU Grant Notice
−Removed: 10-Q 000-30877 10.3 6/6/2019
−Removed: 10.7.5# Form of Value Creation Performance Based Restricted Stock Unit Grant Notice
−Removed: 10-Q 000-30877 10.1 6/6/2019
−Removed: 10.7.6# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021
−Removed: 10-Q 001-40357 10.21 8/27/2021
10.5.3# Form of Relative TSR RSU Grant Notice as amended March 2022
3 unchanged sentences
10.5.5# Form of Relative TSR and EPS RSU Grant Notice December 2022
−Removed: Filed Herewith
−Removed: 10.8.1# Marvell Technology Inc.
−Removed: 2000 Employee Stock Purchase Plan (as approved by shareholders as of June 23, 2022)
−Removed: Filed Herewith
+Added: 10-K 001-40357 10.7.9 3/9/2023
+Added: 10.5.6# Form of Relative TSR and EPS RSU Grant Notice April 2023
+Added: 10-Q 001-40357 10.7.10 5/26/2023
+Added: 10.5.7# ** Special Equity Grant Agreement as approved March 2023
+Added: 10-Q 001-40357 10.7.11 5/26/2023
+Added: 10.5.8# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021
+Added: 10-Q 001-40357 10.21
+Added: 10.6# Amended and Restated Marvell Technology, Inc.
+Added: 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)
+Added: 10-K 001-40357 10.8.1 3/9/2023
10.6.1# 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 2022
−Removed: Filed Herewith
−Removed: 10.10# Cavium, Inc.
−Removed: 2016 Equity Incentive Plan (including forms of grant notice and agreements)
+Added: 10.7.1# Severance Agreement with Matt Murphy as amended March 2023
10-Q 001-40357 10.9.1 5/26/2023
2 unchanged sentences
10-Q 000-30877 10.1 12/4/2019
−Removed: 10.12# QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements)
−Removed: 10-Q 000-30877 10.3 12/4/2019
10.9# Aquantia Corp.
4 unchanged sentences
10-Q 000-30877 10.4 12/4/2019
−Removed: 10.15# Aquantia Corp.
−Removed: 2004 Equity Incentive Plan (including forms of grant notice and agreements)
−Removed: 10-Q 000-30877 10.4 12/4/2019
10.11# Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020
2 unchanged sentences
10-Q 001-40357 10.17 6/9/2021
−Removed: 10.18# Offer letter with Nariman Yousefi
−Removed: 10-Q 001-40357 10.18 6/9/2021
10.13# Offer letter with Chris Koopmans
3 unchanged sentences
10.15# Marvell Technology Inc.
−Removed: Change in Control Severance Plan and Summary Plan Description 2022
−Removed: Filed Herewith
+Added: Change in Control Severance Plan and Summary Plan Description as amended and restated June 2023
+Added: 10-Q 001-40357 10.21 8/25/2023
10.16 Warrant to Purchase Common Shares of Marvell dated June 5, 2019
4 unchanged sentences
10-K 000-30877 10.23 3/28/2017
−Removed: 10.25# Offer Letter between the Company and Jean Hu
+Added: 10.19# Promotion to CFO Letter for Willem Meintjes
10-K 001-40357 10.29 3/9/2023
6 unchanged sentences
S-8 333-260060 4.1 10/5/2021
−Removed: 10.29# Promotion to Chief Finance Officer Letter Willem Meintjes
+Added: 10.23# O ffer Letter for th e Chief Legal Officer
Filed herewith
+Added: 10.24 Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc.
+Added: Morgan Securities LLC, BofA Securities, Inc.
+Added: and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
21.1 Subsidiaries of Registrant
Filed herewith
−Removed: 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP
+Added: 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LL P
Filed herewith
11 unchanged sentences
Filed herewith
+Added: 97 Rule 10D-1 C l awback P olicy
+Added: Filed herewith
101.INS Inline XBRL Instance Document
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M ARVELL T ECHNOLOGY, INC .
−Removed: March 9, 2023 By:
+Added: March 13, 2024
/ S / WILLEM MEINTJES
8 unchanged sentences
/S/ MATTHEW J.
−Removed: President, Chief Executive Officer (Principal Executive Officer) and Director
+Added: Chair, President and Chief Executive Officer (Principal Executive Officer)
March 13, 2024
11 unchanged sentences
Director March 13, 2024
−Removed: /S/ EDWARD FRANK
+Added: /S/ REBECCA HOUSE
Director March 13, 2024
−Removed: /S/ RICHARD S.
−Removed: Chairman of the Board March 9, 2023
−Removed: /S/ REBECCA HOUSE Director March 9, 2023
Rebecca House
13 unchanged sentences
of Year Additions Deductions Balance at
−Removed: Fiscal year ended January 28, 2023
+Added: Fiscal year ended February 3, 2024
Allowance for doubtful accounts $ 2.1 $ 0.8 $ ( 0.9 ) $ 2.0
Deferred tax asset valuation allowance
+Added: $ 961.7 $ 138.1 $ ( 0.8 ) $ 1,099.0
Fiscal year ended January 28, 2023
Allowance for doubtful accounts
+Added: $ 3.0 $ 1.2 $ ( 2.1 ) $ 2.1
Deferred tax asset valuation allowance
+Added: $ 1,003.4 $ — $ ( 41.7 ) $ 961.7
Fiscal year ended January 29, 2022
2 unchanged sentences
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.