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Get filing alertsMarvell annual meeting: say-on-pay passes with 56% support amid shareholder concerns
Filed June 25, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
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high
Advisory vote on executive compensation passed with only 56% support (328M for, 259M against), indicating significant shareholder dissatisfaction with pay practices. While non-binding, this elevated opposition typically prompts board review of compensation policies.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Shareholder proposal for independent board chairman rejected with 37% support (216M for, 369M against), showing meaningful minority favor separating chairman and CEO roles currently held by Matthew Murphy.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
All seven directors elected for one-year terms with 95-99% support. CEO Murphy received lowest support at 95% (562M for, 23M against), President Ramaswami highest at 99.8%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Deloitte & Touche ratified as auditor for fiscal 2027 with 99.6% approval (706M for, 3M against), a routine outcome.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Quarterly dividend of $0.06 per share declared, payable July 30, 2026 to stockholders of record July 10, 2026.
Exhibit 99.1 view on EDGAR →
Summary
Marvell's 2026 annual meeting revealed shareholder concerns about executive compensation, with the advisory say-on-pay vote passing by only 56% — well below the typical 90%+ approval rates for uncontroversial pay packages. The 44% opposition signals meaningful dissatisfaction with compensation practices and will likely prompt the board to engage with shareholders and review its approach.
While the vote is non-binding, companies typically respond to elevated opposition to avoid further escalation. A separate shareholder proposal to install an independent board chairman (currently CEO Matthew Murphy serves as both chairman and CEO) garnered 37% support despite board opposition.
This level of backing, while insufficient to pass, demonstrates a sizable minority favoring governance changes to separate the roles. All seven directors were re-elected with strong support (95-99%), and the auditor ratification passed routinely at 99.6%. The company also declared its regular $0.06 quarterly dividend. Investors should watch for any board response to the compensation concerns in upcoming proxy disclosures.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Marvell Technology, Inc. (NASDAQ: MRVL), today announced a quarterly dividend of $0.06 per share of common stock, including preferred stock on an as converted to common stock basis, payable on July 30, 2026 to stockholders of record as of July 10, 2026.
Marvell declared a quarterly cash dividend of $0.06 per share. The dividend will be paid on July 30, 2026 to shareholders who own the stock as of the July 10, 2026 record date. This applies to common stock and preferred stock on an as-converted basis.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: directors elected, say-on-pay approved with 56% support, auditor ratified, independent chairman proposal rejected.
Added in current filing · view on EDGAR →
FOR | AGAINST | ABSTAIN | BNV | TOTAL Sara Andrews 587,110,703 404,366 477,816 122,479,860 710,472,745 Brad W. Buss 560,588,961 26,919,345 484,579 122,479,860 710,472,745 Rebecca W. House 582,699,531 4,844,294 449,060 122,479,860 710,472,745 Marachel L. Knight 576,907,693 10,595,684 489,508 122,479,860 710,472,745 Matthew J. Murphy 562,327,403 23,233,506 2,431,976 122,479,860 710,472,745 Rajiv Ramaswami 586,389,047 1,116,299 487,539 122,479,860 710,472,745 Richard P. Wallace 569,806,590 17,692,160 494,135 122,479,860 710,472,745
All seven director nominees were elected for one-year terms until the 2027 Annual Meeting. Support ranged from 95.4% to 99.3% of votes cast (excluding broker non-votes). CEO Matthew Murphy received the lowest support at 95.4% (562,327,403 for vs. 23,233,506 against), while President Rajiv Ramaswami received the highest at 99.8%.
Added in current filing · verify on EDGAR →
FORAGAINSTABSTAINBROKER NON-VOTETOTAL 327,552,779258,555,8971,884,209122,479,860710,472,745
The advisory vote on executive compensation passed with 327,552,779 votes for versus 258,555,897 against, representing 55.9% support of votes cast (excluding broker non-votes and abstentions). This level of opposition (44.1%) is elevated and indicates significant shareholder concern about executive pay practices. The vote is non-binding but typically prompts board review of compensation policies.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 26, 2026 · How we verify