Garmin Ltd 10-K/A, filed Nov 29, 2024
Garmin Ltd (GRMN)
About this 10-K/A
Garmin Ltd filed this 10-K/A on November 29, 2024, covering the fiscal year ended December 30, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [☐]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [
Aggregate market value of the common shares held by non-affiliates of the registrant as of July 1, 2023 (based on the closing price of the registrant's common shares on the New York Stock Exchange for June 30, 2023) was approximately $
Number of shares outstanding of the registrant’s common shares as of February 16, 2024:
Registered Shares, $0.10 par value –
EXPLANATORY NOTE
Paragraphs 3, 4 and 5 of Exhibit 31.3 and 31.4 have been omitted in accordance with the SEC’s rules and guidance. Additionally, this Amendment No. 1 does not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
Except as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Report. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was made. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and the Company’s other filings with the SEC.
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PART III
Certain Relationships and Related Transactions
Garmin has adopted a written policy for the review by the Audit Committee of transactions in which Garmin is a participant and any related person will have a direct or indirect material interest in the transaction. This policy is generally designed to cover those related party transactions that would be required to be disclosed in a proxy statement, annual report on Form 10-K or registration statement pursuant to Item 404(a) of Regulation S-K. However, the policy is more encompassing in that the amount involved in a transaction covered by the policy must only exceed $60,000 while disclosure under Item 404(a) of Regulation S-K is required only if the amount involved exceeds $120,000. The policy defines the terms “transaction” and “related person” in the same manner as Item 404(a) of Regulation S-K.
If the nature of the timing of a related party transaction is such that it is not practical to obtain advance approval by the Audit Committee, then management may enter into it, subject to ratification by the Audit Committee. If ratification is not subsequently obtained, then management must take all reasonable efforts to cause the related person transaction to be null and void.
The Audit Committee will approve or ratify only those related party transactions that it determines in good faith are in, or are not inconsistent with, the best interests of Garmin and its shareholders. In making that determination, the Audit Committee shall consider all of the relevant facts and circumstances available to it, including the benefits to Garmin and whether the related party transaction is on terms and conditions comparable to those available in arms-length dealing with an unrelated third party that can provide comparable products or services.
The Audit Committee will also annually review ongoing related party transactions after considering all relevant facts and circumstances. The Audit Committee will then determine if those transactions should be terminated or modified based on whether it is still in the best interests, or not inconsistent with the best interests, of Garmin and its shareholders.
Related Party Transactions
Philip I. Straub, Executive Vice President, Managing Director-Aviation, Garmin International, Inc., has served as an executive officer of the Company since 2011. Mr. Straub has two family members who have been non-executive employees of Garmin International, Inc. since prior to 2011. One family member has received annual compensation from 2011 through 2023 ranging from over $120,000 to less than $300,000. The other family member has received annual compensation from 2014 (the first year in which such family member’s annual compensation exceeded $120,000) through 2023 ranging from over $120,000 to less than $300,000.
Susan Lyman, Vice President, Global Consumer Marketing, Garmin International, Inc., has served as an executive officer of the Company since February of 2024. Ms. Lyman has a family member who has been a non-executive employee of Garmin International, Inc. since prior to 2024 and who received annual compensation in 2023 of more than $120,000 but less than $300,000.
The compensation of Mr. Straub’s and Ms. Lyman’s family members described above was established by Garmin International, Inc. in accordance with its standard compensation practices and is consistent with other employees in similar positions with comparable qualifications, tenure and responsibilities. In addition to the annual compensation provided above, the family members of Mr. Straub and Ms. Lyman also received customary employee benefits available to all salaried employees in the United States.
In October 2024, the Company determined that such transactions had not previously been approved or ratified by the Company’s Audit Committee. Subsequently, the Audit Committee reviewed and ratified the related party transactions described above with respect to Mr. Straub and Ms. Lyman, including the annual compensation paid to their family members, which were not previously reported. Concurrently, the Audit Committee also approved and ratified three other similar related party transactions for which the amount of annual compensation involved exceeded the $60,000 threshold set forth in the Company’s Policy and Procedures with Respect to Related Person Transactions but was less than $120,000.
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Director Independence
The information set forth in response to Item 407(a) of Regulation S-K under the heading “Proposal 5 – Re-election of five directors and election of one new director” in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 13.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of Documents filed as part of this Report
(1) Consolidated Financial Statements
Previously filed with the Original Report.
(2) Financial Statement Schedules
All schedules have been omitted because they are not applicable, are insignificant, or the required information is shown in the consolidated financial statements or notes thereto.
(3) Exhibits
The exhibits listed below are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
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3.1 |
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3.2 |
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4.1‡ |
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10.1* |
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10.2* |
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10.3* |
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10.4* |
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10.5* |
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10.6* |
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10.7* |
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10.8* |
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10.9* |
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* Management contract or compensatory plan or arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.
‡ Filed with the Original Report.
† Furnished with the Original Report.
▲ Filed herewith this Amendment No. 1.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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GARMIN LTD. |
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/s/ Clifton A. Pemble |
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Clifton A. Pemble |
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President and Chief Executive Officer |
Dated: November 29, 2024
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EXHIBIT 31.3
CERTIFICATION
I, Clifton A. Pemble, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Garmin Ltd.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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November 29, 2024 |
By |
/s/ Clifton A. Pemble |
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Clifton A. Pemble |
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President and Chief |
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Executive Officer |
EXHIBIT 31.4
CERTIFICATION
I, Douglas G. Boessen, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Garmin Ltd.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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November 29, 2024 |
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/s/ Douglas G. Boessen |
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Douglas G. Boessen |
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Chief Financial Officer |