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    Garmin Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

    6/12/25 4:30:15 PM ET
    $GRMN
    Industrial Machinery/Components
    Industrials
    Get the next $GRMN alert in real time by email
    8-K
    0001121788false00011217882025-06-062025-06-06

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 8-K

    Current Report

    Pursuant to Section 13 or 15(d) of

    the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): June 6, 2025

    GARMIN LTD.

    (Exact name of registrant as specified in its charter)

     

    Switzerland

     

    001-41118

     

    98-0229227

    (State or other jurisdiction
    of incorporation)

     

    (Commission
    File Number)

     

    (I.R.S. Employer
    Identification No.)

    Mühlentalstrasse 2

    8200 Schaffhausen

    Switzerland

    (Address of principal executive offices)

    Registrant’s telephone number, including area code: +41 52 630 1600

    (Former name or former address, if changed since last report)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading Symbol(s)

     

    Name of each exchange on which registered

    Registered Shares, $0.10 Per Share Par Value

     

    GRMN

     

    New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     


     

     

    Item 5.07. Submission of Matters to a Vote of Security Holders.

    On June 6, 2025, Garmin held its annual general meeting of shareholders. At the annual general meeting, Garmin's shareholders voted on the proposals set forth below, each of which is described in Garmin’s proxy statement for the 2025 annual general meeting.

    Under Swiss law and Garmin's Articles of Association, shareholder approval of proposals is generally determined by a simple majority of votes cast, such that abstentions and broker non-votes are disregarded in the calculation of the vote required for approval. At the 2025 annual general meeting, abstentions and broker non-votes were not considered in the tabulation of the vote (and should be disregarded) for each of Proposals 1 through 14. Approval of Proposal 15 is determined by the affirmative vote of at least two-thirds of the votes and the absolute majority of the par value of shares, such that abstentions and broker non-votes were considered as votes against this proposal.

     

    1. The shareholders approved Garmin’s 2024 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 28, 2024 and the statutory financial statements of Garmin for the fiscal year ended December 28, 2024. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    144,823,870

     

    243,831

     

    1,567,153

     

    0

    2. The shareholders approved the appropriation of available earnings. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    145,200,765

     

    87,591

     

    1,346,498

     

    0

    3. The shareholders approved the payment of a cash dividend in the aggregate amount of U.S. $3.60 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    145,224,071

     

    93,845

     

    1,316,938

     

    0

    4. The shareholders discharged members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 28, 2024. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    104,848,288

     

    1,097,786

     

    25,807,522

     

    14,881,257

    5. The shareholders re-elected six directors, each for a term extending until completion of the 2026 annual general meeting. The tabulation of votes with respect to the re-election and election of directors was as follows:

    For

    Against

    Abstain

    Non-votes

    Susan M. Ball

    130,038,408

     

    1,602,141

     

     

    113,047

     

     

    14,881,257

    Jonathan C. Burrell

    117,686,649

     

    14,019,310

     

     

    47,637

     

     

    14,881,257

    Joseph J. Hartnett

    107,745,527

     

    23,956,848

     

     

    51,221

     

     

    14,881,257

    Min H. Kao

    127,069,208

     

    4,633,036

     

     

    51,352

     

     

    14,881,257

    Catherine A. Lewis

     

    129,578,553

     

    2,063,218

     

     

    111,825

     

     

    14,881,257

    Clifton A. Pemble

    130,089,335

     

    1,615,612

     

     

    48,649

     

     

    14,881,257

     

    6. The shareholders re-elected Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2026 annual general meeting. The tabulation of votes with respect to the re-election of the Executive Chairman was as follows:

    For

    Against

    Abstain

    Non-votes

    122,034,072

     

    9,673,619

     

    45,905

     

    14,881,257

     

    1


     

    7. The shareholders re-elected four members of the Compensation Committee, each for a term extending until completion of the 2026 annual general meeting. The tabulation of votes with respect to the re-election and election of members of the Compensation Committee was as follows:

    For

    Against

    Abstain

    Non-votes

    Susan M. Ball

    130,144,149

     

    1,495,651

     

     

    113,796

     

     

    14,881,257

    Jonathan C. Burrell

    117,926,072

     

    13,777,950

     

     

    49,574

     

     

    14,881,257

    Joseph J. Hartnett

    120,275,181

     

    11,426,291

     

     

    52,124

     

     

    14,881,257

    Catherine A. Lewis

    128,131,292

     

    3,508,602

     

     

    113,702

     

     

    14,881,257

    8. The shareholders re-elected the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the 2026 annual general meeting. The tabulation of votes with respect to the re-election of the independent voting rights representative was as follows:

    For

    Against

    Abstain

    Non-votes

    145,253,542

     

    32,893

     

    1,348,418

     

    0

    9. The shareholders ratified the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 27, 2025 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    139,230,719

     

    6,170,376

     

    1,233,759

     

    0

    10. The shareholders passed an advisory resolution approving the compensation of Garmin’s Named Executive Officers. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    124,081,850

     

    7,625,094

     

    46,653

     

    14,881,257

     

    11. The shareholders passed an advisory resolution approving Garmin’s Swiss Statutory Compensation Report for the fiscal year ended December 28, 2024. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    124,879,820

     

    6,840,607

     

    33,169

     

    14,881,257

     

    12. The shareholders passed an advisory resolution approving Garmin’s Swiss Non-Financial Matters Report for the fiscal year ended December 28, 2024. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    144,673,543

     

    516,323

     

    1,444,986

     

    0

    13. The shareholders approved a binding vote to approve the Fiscal Year 2026 maximum aggregate compensation for Garmin’s Executive Management. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    126,949,356

     

    4,538,328

     

    265,912

     

    14,881,257

    14. The shareholders approved a binding vote to approve the maximum aggregate compensation for Garmin’s Board of Directors for the period between the 2025 annual general meeting and the 2026 annual general meeting. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    131,382,727

     

    99,495

     

    271,373

     

    14,881,257

    2


     

    15. The shareholders approved the renewal of Garmin's existing capital band by giving the Board of Directors’ authority to issue new shares and/or to cancel shares or reduce the nominal value of the shares thereunder for a one-year period ending on June 5, 2026. The tabulation of votes on this matter was as follows:

    For

    Against

    Abstain

    Non-votes

    141,936,203

     

    3,446,090

     

    1,252,559

     

    0

     

     

    Item 8.01. Other Events

    On June 6, 2025, Garmin issued a press release, a copy of which is attached hereto as Exhibit No. 99.1 and incorporated by reference herein, announcing that its shareholders have approved a cash dividend in the amount of $3.60 per outstanding share out of Garmin’s reserve from capital contribution payable in four equal installments on dates to be determined by the Board of Directors in its discretion. The Board has determined that the first installment of $0.90 will be payable on June 27, 2025 to shareholders of record on June 16, 2025. The Board currently expects that the dividend payment and record dates for the remaining three installments will be as follows: $0.90 on September 26, 2025 to shareholders of record on September 12, 2025, $0.90 on December 26, 2025 to shareholders of record on December 12, 2025 and $0.90 on March 27, 2026 to shareholders of record on March 13, 2026.

    3


     

    Item 9.01. Financial Statements and Exhibits

    (a) Not applicable.

    (b) Not applicable.

    (c) Not applicable.

    (d) Exhibits. The following exhibits are furnished herewith.

     

    Exhibit No.

    Description

    10.1

     

    Garmin Ltd. Articles of Association, as amended and restated on June 6, 2025

    99.1

    Press Release dated June 6, 2025 (furnished pursuant to Item 8.01)

    104

    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

     

    4


     

    SIGNATURE

    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 hereunto duly authorized.

     

     

    GARMIN LTD.

     

     

    Date: June 12, 2025

    /s/ Joshua H. Maxfield

     

    Joshua H. Maxfield

     

    Vice President and General Counsel

     

    5


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