Garmin Appoints New Director, Elects Board Members

Ticker: GRMN · Form: 8-K · Filed: Jun 11, 2024 · CIK: 1121788

Sentiment: neutral

Topics: director-appointment, governance

Related Tickers: GRMN

TL;DR

Garmin added Christian G. Gysin to its board, effective June 7, 2024.

AI Summary

Garmin Ltd. announced on June 7, 2024, that it has appointed Christian G. Gysin as a new director to its board, effective immediately. Gysin brings extensive experience in finance and corporate governance. The company also reported on matters submitted to a vote of security holders and other events.

Why It Matters

The appointment of a new director can signal strategic shifts or a focus on specific areas like financial oversight. Investors will monitor the new director's contributions to board decisions.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director appointments and shareholder votes, which typically carry low risk.

Key Players & Entities

FAQ

Who has been appointed as a new director to Garmin Ltd.'s board?

Christian G. Gysin has been appointed as a new director to Garmin Ltd.'s board.

When was the appointment of the new director effective?

The appointment of Christian G. Gysin was effective immediately as of June 7, 2024.

What are the main items reported in this 8-K filing?

This filing reports on the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, submission of matters to a vote of security holders, and other events.

What is Garmin Ltd.'s jurisdiction of incorporation and fiscal year end?

Garmin Ltd. is incorporated in Switzerland and its fiscal year ends on December 28.

What is the SEC file number for Garmin Ltd.?

The SEC file number for Garmin Ltd. is 001-41118.

Filing Stats: 1,733 words · 7 min read · ~6 pages · Grade level 10.1 · Accepted 2024-06-11 11:57:12

Key Financial Figures

Filing Documents

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 7, 2024, 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 2024 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 2024 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 15. Approval of Proposal 16 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 2023 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023 and Garmin's statutory financial statements for the fiscal year ended December 30, 2023. The tabulation of votes on this matter was as follows: For Against Abstain Non-votes 167,104,491 145,787 367,732 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 167,339,574 102,869 175,567 0 3. The shareholders approved the payment of a cash dividend in the aggregate amount of U.S. $3.00 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 167,391,444 102,245 124,321 0 4. The shareholders discharged the members of the Board of Directors

01. Other Events

Item 8.01. Other Events On June 7, 2024, 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 $3.00 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 $0.75 will be payable on June 28, 2024 to shareholders of record on June 17, 2024. The Board currently expects that the dividend payment and record dates for the remaining three installments will be as follows: $0.75 on September 27, 2024 to shareholders of record on September 13, 2024, $0.75 on December 27, 2024 to shareholders of record on December 13, 2024 and $0.75 on March 28, 2025 to shareholders of record on March 14, 2025. 3

01. Financial Statements and Exhibits

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. 2005 Equity Incentive Plan, as amended and restated on June 7, 2024 10.2 Garmin Ltd. Articles of Association, as amended and restated on June 7, 2024 99.1 Press Release dated June 7, 2024 (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 11, 2024 /s/ Andrew R. Etkind Andrew R. Etkind Vice President, General Counsel and Corporate Secretary 5

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