UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 |
SIGNATURES
Pursuant to the requirements 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.
| Date: April 15, 2021 | INPHI CORPORATION | |||||
| By: | /s/ Richard T. Ogawa | |||||
| Richard T. Ogawa General Counsel | ||||||