MRVL 10-K Annual Report Feb. 1, 2020 | Alphaminr
MARVELL TECHNOLOGY GROUP LTD

MRVL 10-K Fiscal year ended Feb. 1, 2020

MARVELL TECHNOLOGY GROUP LTD
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PROXIES
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Filed on May 28, 2020
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Filed on May 16, 2019
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsNote 13 - Commitments and ContingenciesItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of PresentationNote 2 Significant Accounting PoliciesNote 3 Business CombinationsNote 4 Goodwill and Acquired Intangible Assets, NetNote 5 Discontinued OperationsNote 6 Restructuring and Other Related ChargesNote 7 LeasesNote 8 RevenueNote 9 Supplemental Financial Information (in Thousands)Note 10 InvestmentsNote 11 Fair Value MeasurementsNote 12 DebtNote 13 Commitments and ContingenciesNote 14 Shareholders EquityNote 15 Employee Benefit PlansNote 16 Income TaxesNote 17 Net Income (loss) Per ShareNote 18 Segment and Geographic InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 2.2 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 10-Q 000-30877 2.1 9/4/2019 3.1 Memorandum of Association of Marvell Technology Group Ltd. 10-K 000-30877 3.1 03/29/2018 3.2 Fourth Amended and Restated Bye-Laws of Marvell Technology Group Ltd. 8-K 000-30877 3.1 11/10/2016 3.3 Memorandum of Increase of Share Capital of Marvell Technology Group Ltd. dated June 29, 2006, June 7, 2004, April 25, 2000, July 16, 1999, July 22, 1998, September 26, 1996 and March 10, 1995 10-Q 000-30877 3.5 06/05/2018 3.4 Certificate of Incorporation of Marvell Technology Group Ltd. 10-Q 000-30877 3.2 06/05/2018 3.5 Memorandum of Reduction of Share Premium dated August 8, 2011 10-Q 000-30877 3.4 06/05/2018 4.1 Specimen common share certificate for Marvell Technology Group Ltd. 10-K 000-30877 4.1 03/29/2018 4.2 Indenture, dated as of June22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.1 06/22/2018 4.3 First Supplemental Indenture, dated as of June22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.2 06/22/2018 4.4 Form of 4.200% Senior Notes due 2023 (included in Exhibit 4.3) 8-K 000-30877 4.3 06/22/2018 4.5 Form of 4.87% Senior Notes due 2028 (included in Exhibit 4.3) 8-K 000-30877 4.4 06/22/2018 4.6 Description of Marvell Securities Registered under Section 12 of the Exchange Act filed herewith 10.2# 2000 Employee Stock Purchase Plan (as amended and restated as of October31, 2011) 10-Q 000-30877 10.1 12/2/2011 10.2.1# 2000 Employee Stock Purchase Plan Form of Subscription Agreement 10-K 000-30877 10.4 3/29/2013 10.3# Amended and Restated 1995 Stock Option Plan, amended through April 16, 2015 8-K 000-30877 10.2 7/2/2015 10.3.1# Form ofAmended and Restated 1995 Stock Option Plan Restricted Stock Agreement 10-K 000-30877 10.20 4/13/2006 10.3.2# Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013) 8-K 000-30877 10.2 9/26/2013 10.3.3# Formof Stock Unit Agreement and Notice of Grant of Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan (for RSUs granted on or after August 2, 2010) 10-Q 000-30877 10.4 9/3/2010 10.3.9# Formof Notice of Grant of Stock Options Performance-Based, for use with the Amended and Restated 1995 Stock Option Plan 8-K 000-30877 10.1 12/19/2008 10.3.10# 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 10-Q 000-30877 10.2 6/5/2014 10.3.11# 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# 03/29/2018 10.3.12# Form of Relative TSR RSU Grant Notice 10-Q 000-30877 10.3 06/06/2019 10.2.12# Form of Relative Total Shareholder Return Performance Based Restricted Stock Unit Grant Notice 10-Q 000-30877 10.1 06/06/2019 10.4# Marvell Technology Group Ltd. Executive Performance Incentive Plan 8-K 000-30877 10.1 7/2/2015 10.6# Description of Indemnification Rights for certain current and former directors, officers and employees 10-Q 000-30877 10.37 9/6/2007 10.7# Formof Indemnification Agreement with Directors and Executive Officers 8-K 000-30877 10.1 10/10/2008 10.8# Indemnification Arrangement with Dr. Sehat Sutardja 8-K 000-30877 10.1 3/7/2011 10.9# Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B 8-K 000-30877 10.1 6/20/2016 10.10# Marvell Technology Group Ltd. Change in Control Severance Plan and Summary Plan Description, effective June 15, 2016 10-Q 000-30877 10.8 12/4/2019 10.11# Offer Letter between Marvell and Mitchell Gaynor 10-Q 000-30877 10.3 9/8/2016 10.13# Offer Letter between Marvell and Andrew Micallef 10-Q 000-30877 10.5 9/8/2016 10.15# Offer Letter between the Company and Jean Hu 8-K 000-30877 10.1 8/23/2016 10.17# Offer Letter between the Company and Thomas Lagatta 10-K 000-30877 10.22 03/28/2017 1018# Severance Agreement between the Company and Mitchell Gaynor 10-K 000-30877 10.23 03/28/2017 10.19# Offer Letter between the Company and Neil Kim 10-Q 000-30877 10.1 06/05/2017 10.22# Offer Letter between Marvell and Raghib Hussain 10-Q 003-30877 10.3 09/12/28 10.23# Severance Agreement between the Company and Willem Meintjes, dated December 9, 2016 8-K 003-30877 10.1 06/29/2018 10.24 Credit Agreement dated as of June 13, 2018, among Marvell Technology Group Ltd., the Lenders party thereto, Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent, and Bank of America, N.A., as the Revolving Facility Agent 8-K 003-30877 10.1 06/13/2018 10.25# Summary of Fiscal 2020 Compensation Arrangements 10-Q 003-30877 10.2 06/06/2019 10.26# Warrant to Purchase Common Shares of Marvell dated June 5, 2019 8-K 003-30877 99.1 06/05/2019 10.27# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 003-30877 10.1 12/04/2019 10.28# Cavium, Inc. 2007 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 003-30877 10.2 12/04/2019 10.29# QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements) 10-Q 003-30877 10.3 12/04/2019 10.30# Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 003-30877 10.4 12/04/2019 10.31# Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 003-30877 10.5 12/04/2019 10.32# Aquantia Corp. 2017 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 003-30877 10.6 12/04/2019 10.33# Form of Stock Unit Agreement and Notice of Grant under Amended 1995 Stock Option Plan 10-Q 003-30877 10.7 12/04/2019 10.34# Change in Control Severance Plan and Summary Plan Description 10-Q 003-30877 10.8 12/04/2019 10.35# Offer Letter for Dean Jarnac and promotion summary of terms 10-Q 003-30877 10.9 12/04/2019 10.36 Bridge Credit Agreement dated November 2019 among Marvell and the lenders party thereto, Wells Fargo Bank as administrative agent, Wells Faro Securities and Citibank 8-K 003-30877 10.10 11/05/2019 21.1 Subsidiaries of Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP Filed herewith 31.1 Rule13a-14(a)/15d-14(a)Certification of the Principal Executive Officer Filed herewith 31.2 Rule13a-14(a)/15d-14(a)Certification of the Principal Financial Officer Filed herewith 32.1* Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer Filed herewith 32.2* Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer Filed herewith