Item 5.07. Submission of Matters to a Vote of Security Holders.
At the special meeting of stockholders of Inphi Corporation ("Inphi") held on
April 15, 2021 (the "Special Meeting"), the stockholders of Inphi voted as set
forth below on the following proposals, each of which is described in detail in
Inphi's definitive proxy statement filed with the Securities and Exchange
Commission on March 11, 2021. The stockholders of Inphi had also been solicited
to vote to approve an adjournment of the Special Meeting, if necessary, to
solicit additional proxies if there were insufficient votes at the time of the
Special Meeting to approve the Merger Agreement referenced below, but such
adjournment was deemed unnecessary because there were sufficient votes
represented at the Special Meeting to adopt the Inphi Merger Proposal (as
defined below).
At the Special Meeting 36,884,752 shares of common stock, or approximately
68.72% of the outstanding common stock entitled to vote were represented by
proxy or in person.
The final voting results for each matter submitted to a vote of Inphi's
stockholders are as follows:
Proposal 1. Inphi Merger Proposal.
A proposal to approve and adopt the Agreement and Plan of Merger and
Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and
among Inphi, Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc.
(f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("HoldCo"), Maui
Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger
Sub"), and Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo
("Delaware Merger Sub") pursuant to which (i) Bermuda Merger Sub will be merged
with and into Marvell (the "Bermuda Merger"), with Marvell continuing as a
wholly owned subsidiary of HoldCo, and (ii) Delaware Merger Sub will be merged
with and into Inphi (the "Delaware Merger" and together with the Bermuda Merger,
the "Mergers"), with Inphi continuing as a wholly owned subsidiary of HoldCo
(the "Inphi Merger Proposal").
For Against Abstain Broker Non-Votes
36,826,001 36,914 21,837 0
Proposal 2. Inphi Adjournment Proposal.
A proposal to adjourn the Special Meeting to solicit additional proxies if there
are not sufficient votes to approve and adopt the Merger Agreement.
For Against Abstain Broker Non-Votes
34,949,096 1,911,476 24,180 0
Proposal 3. Inphi Compensation Proposal.
A proposal to approve on an advisory (non-binding) basis, the compensation that
may be received by Inphi's named executive officers in connection with the
Mergers.
For Against Abstain Broker Non-Votes
35,622,152 1,193,608 68,992 0
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses