Garmin Ltd 8-K, filed Jun 7, 2021
Garmin Ltd (GRMN)
About this 8-K
Garmin Ltd filed this 8-K on June 7, 2021, reporting on events of June 4, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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.
On June 4, 2021, Garmin Ltd. (“Garmin”) held its annual general meeting of shareholders. At the annual general meeting, the shareholders: (i) approved Garmin’s 2020 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020 and the statutory financial statements of Garmin for the fiscal year ended December 26, 2020; (ii) approved the appropriation of available earnings; (iii) approved the payment of a cash dividend in the aggregate amount of U.S. $2.68 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments; (iv) discharged the members of Garmin’s Board of Directors and the members of Executive Management from liability for the fiscal year ended December 26, 2020; (v) re-elected Jonathan C. Burrell, Joseph, J. Hartnett, Min H. Kao, Catherine A. Lewis, Charles W. Peffer and Clifton A. Pemble as directors of Garmin for a term extending until completion of the 2022 annual general meeting of shareholders; (vi) re-elected Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2022 annual general meeting of shareholders; (vii) re-elected Jonathan C. Burrell, Joseph, J. Hartnett, Catherine A. Lewis and Charles W. Peffer as members of Garmin’s Compensation Committee for a term extending until completion of the 2022 annual general meeting of shareholders; (viii) re-elected the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the 2022 annual general meeting of shareholders; (ix) ratified the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the 2021 fiscal year and re-elected Ernst & Young Ltd. as Garmin’s statutory auditor for another one-year term; (x) approved an advisory resolution approving the compensation of Garmin’s Named Executive Officers, as disclosed in Garmin’s proxy statement for the 2021 annual general meeting of shareholders pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission; (xi) approved a binding vote to approve the Fiscal Year 2022 maximum aggregate compensation for Garmin’s Executive Management; and (xii) approved a binding vote to approve the maximum aggregate compensation for Garmin’s Board of Directors for the period between the 2021 annual general meeting of shareholders and the 2022 annual general meeting of shareholders.
The tabulation of votes with respect to the re-election of six directors was as follows:
| For | Against | Abstain | Non-votes | |||||||||||||
| Jonathan C. Burrell | 119,265,552 | 24,205,789 | 67,032 | 24,428,443 | ||||||||||||
| Joseph H. Hartnett | 128,282,916 | 15,181,832 | 73,625 | 24,428,443 | ||||||||||||
| Min H. Kao | 141,318,923 | 2,155,425 | 64,026 | 24,428,443 | ||||||||||||
| Catherine A. Lewis | 141,683,948 | 1,781,706 | 72,719 | 24,428,443 | ||||||||||||
| Charles W. Peffer | 124,588,334 | 18,875,888 | 74,153 | 24,428,443 | ||||||||||||
| Clifton A. Pemble | 141,790,383 | 1,680,614 | 67,377 | 24,428,443 | ||||||||||||
The tabulation of votes with respect to the re-election of four members of the Compensation Committee was as follows:
| For | Against | Abstain | Non-votes | |||||||||||||
| Jonathan C. Burrell | 133,643,352 | 9,810,693 | 84,329 | 24,428,443 | ||||||||||||
| Joseph H. Hartnett | 141,540,609 | 1,909,666 | 88,099 | 24,428,443 | ||||||||||||
| Catherine A. Lewis | 142,153,480 | 1,297,625 | 87,269 | 24,428,443 | ||||||||||||
| Charles W. Peffer | 138,109,657 | 5,339,491 | 89,227 | 24,428,443 | ||||||||||||
1
The shareholders approved Garmin’s 2020 Annual Report, including the consolidated financial statements for the fiscal year ended December 26, 2020 and the statutory financial statements for the fiscal year ended December 26, 2020. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 167,618,164 | 31,354 | 317,300 | 0 |
The shareholders approved the appropriation of available earnings. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 142,457,928 | 1,020,901 | 59,546 | 24,428,443 |
The shareholders approved the payment of a cash dividend in the aggregate amount of $2.68 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 | |||
| 166,882,754 | 1,018,488 | 65,576 | 0 |
The shareholders discharged the members of Garmin’s Board of Directors and the members of Garmin’s Executive Management from liability for the fiscal year ended December 26, 2020. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 109,762,080 | 687,932 | 33,088,362 | 24,428,443 |
2
The shareholders re-elected Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2022 annual general meeting of shareholders. The tabulation of votes on this matter was as follows:
|
For |
Against | Abstain | Non-votes | |||
| 134,652,401 | 8,816,071 | 69,902 | 24,428,443 |
The shareholders re-elected the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the 2022 annual general meeting of shareholders. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 167,682,936 | 82,539 | 201,342 | 0 |
The shareholders ratified the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the 2021 fiscal year and elected 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 | |||
| 162,841,332 | 5,000,338 | 125,148 | 0 |
The shareholders approved an advisory resolution approving the compensation of Garmin’s Named Executive Officers, as disclosed in Garmin’s proxy statement for the 2021 annual general meeting of shareholders pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 136,568,475 | 6,855,146 | 114,753 | 24,428,443 |
The shareholders approved a binding vote to approve the Fiscal Year 2022 maximum aggregate compensation for Garmin’s Executive Management. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 140,541,697 | 2,598,872 | 397,805 | 24,428,443 |
The shareholders approved a binding vote to approve the maximum aggregate compensation for Garmin’s Board of Directors for the period between the 2021 annual general meeting of shareholders and the 2022 annual general meeting of shareholders. The tabulation of votes on this matter was as follows:
| For | Against | Abstain | Non-votes | |||
| 142,747,253 | 375,979 | 415,141 | 24,428,443 |
3
Item 8.01. Other Events
On June 4, 2021, 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 $2.68 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 $0.67 will be payable on June 30, 2021 to shareholders of record on June 15, 2021. The Board currently expects that the dividend payment and record dates for the remaining three installments will be as follows: $0.67 on September 30, 2021 to shareholders of record on September 15, 2021, $0.67 on December 31, 2021 to shareholders of record on December 15, 2021 and $0.67 on March 31, 2022 to shareholders of record on March 15, 2022.
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 | |
| 99.1 |
Press Release dated June 4, 2021 (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 7, 2021 | /s/ Andrew R. Etkind |
| Andrew R. Etkind | |
| Vice President, General Counsel and Corporate Secretary |
5
Exhibit 99.1
| Investor Relations Contact: | Media Relations Contact: |
| Teri Seck | Krista Klaus |
| 913/397-8200 | 913/397-8200 |
| investor.relations@garmin.com | media.relations@garmin.com |
Garmin® shareholders approve quarterly dividend through March 2022 and Garmin announces record date and payment date for June 2021 dividend installment
Schaffhausen, Switzerland / June 4, 2021/ Business Wire – At Garmin Ltd.’s annual shareholders’ meeting held today, approval was received from the shareholders in accordance with Swiss corporate law for a cash dividend in the amount of $2.68 per share (subject to adjustment in the event that the Swiss Franc weakens more than 35% relative to the USD), payable in four equal installments. The Board has determined that the June installment of the dividend will be paid as indicated below and currently anticipates the scheduling of the remaining quarterly dividends as follows:
| Dividend Date | Record Date | $s per share | ||||
| June 30, 2021 | June 15, 2021 | $ | 0.67 | |||
| September 30, 2021 | September 15, 2021 | $ | 0.67 | |||
| December 31, 2021 | December 15, 2021 | $ | 0.67 | |||
| March 31, 2022 | March 15, 2022 | $ | 0.67 | |||
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About Garmin Ltd:
Engineered on the inside for life on the outside, Garmin products have revolutionized the aviation, automotive, fitness, marine and outdoor lifestyles. Dedicated to helping people make the most of the time they spend pursuing their passions, Garmin believes every day is an opportunity to innovate and a chance to beat yesterday. For more information, visit Garmin's virtual pressroom at garmin.com/newsroom, contact the Media Relations department at media.relations@garmin, or connect with us at facebook.com/garmin, twitter.com/garminnews, instagram.com/garmin or youtube.com/garmin.
Garmin Ltd. is incorporated in Switzerland, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. Garmin is a registered trademark of Garmin Ltd.
Notice on Forward-Looking Statements:
This release includes forward-looking statements regarding Garmin Ltd. and its business. Such statements are based on management’s current expectations. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors that are described in both the Annual Report on Form 10-K for the year ended December 26, 2020 and the Quarterly Report on Form 10-Q for the quarter ended March 27, 2021 filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin’s 2020 Form 10-K and the Q1 2021 Form 10-Q can be downloaded from https://www.garmin.com/en-US/investors/sec/. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and Garmin undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.