13D Filing: Starboard Value LP and Mellanox Technologies Ltd. (MLNX)

3.

the Issuer agrees to include as the first agenda item at the 2018 Annual Meeting a proposal to approve an amendment to the Articles to require that in the event of a contested election, directors will be elected by a plurality of the votes cast (the “Plurality Voting Standard Proposal”), substantially similar to the proposal set forth in the EGM proxy statement;

4.

Starboard agrees to publicly support, vote all of its shares in favor of, and recommend that shareholders vote their shares in favor of, the Plurality Voting Standard Proposal at the 2018 Annual Meeting; and

5.

in the event that the Plurality Voting Standard Proposal is not approved at the 2018 Annual Meeting, Starboard and the Issuer agree that (i) if less than 11 directors are elected at the 2018 Annual Meeting, then those director candidates receiving the next highest vote would be brought before the Board to fill the resulting vacancies, and (ii) if more than 11 directors are elected at the 2018 Annual Meeting, then those director candidates receiving the next lowest vote totals would agree to resign, effective immediately, and not serve as a director.

Starboard stated in its
letter to shareholders that there is no good reason for the Issuer not to work with Starboard to efficiently and expeditiously
agree on the terms of these proposals and, in doing so, avoid a three-month delay in holding the 2018 Annual Meeting.  Starboard
further expressed that any unwillingness to implement these proposals will confirm for Starboard, and should for all shareholders,
that the only reason the Issuer is proposing the EGM is to purposely delay the 2018 Meeting in order to entrench the current
management team and Board.

Copies of the March 12^th
letters to the Issuer’s shareholders and the Issuer’s general counsel are attached hereto as Exhibits 99.1 and
99.2, respectively, and are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 51,781,340 Shares outstanding, as of February 9, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 16, 2018.

A.

Starboard V&O Fund

(a)

As of the close of business on March 12, 2018, Starboard V&O Fund beneficially owned 3,758,713 Shares.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 3,758,713 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,758,713 4. Shared power to dispose or direct the disposition: 0

(c)

The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

B.

Starboard S LLC

(a)

As of the close of business on March 12, 2018, Starboard S LLC beneficially owned 440,135 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 440,135 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 440,135 4. Shared power to dispose or direct the disposition: 0