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 Act of 1934
_______________________________
Date of Report (Date of earliest event reported): June 2, 2014
GARMIN LTD.
(Exact name of registrant as specified in its charter)
| Switzerland | 0-31983 | 98-0229227 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) On June 2, 2014, Garmin Ltd. (the “Company”) announced that Doug Boessen, age 52, has joined the Company and will serve as chief financial officer and treasurer beginning July 31, 2014.
Mr. Boessen will succeed Kevin Rauckman, who has served as chief financial officer and treasurer of the Company since 1999. Mr. Rauckman, who, as disclosed by the Company pursuant to Item 5.02(b) of Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February 19, 2014, has chosen to pursue interests outside of Garmin, will remain at the Company throughout 2014, working closely with Mr. Boessen to ensure a seamless transition. Mr. Boessen will oversee financial planning, accounting, investor relations, treasury and internal audit functions, and will report to the Company’s president and chief executive officer, Clifton Pemble.
From September 2013 to May 2014, Mr. Boessen served as chief financial officer of EiKO Global, LLC, which is a provider of lighting products for the automotive, industrial, electrical, electronic, audio/video, photographic and health care industries. From 2008 to November 2012, Mr. Boessen served as chief financial officer and treasurer of Collective Brands, Inc., which is a global footwear company with retail and wholesale operations.
There are no family relationships between Mr. Boessen and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Boessen had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Mr. Boessen’s compensation will consist of the following components:
| - | An annual base salary of $550,000. |
| - | Eligibility to participate in awards under the Company’s 2005 Equity Incentive Plan, as amended and restated on June 7, 2013. |
| - | Group health insurance coverage and other employment benefits on the same terms as other employees of the Company. |
A copy of the Company’s press release dated June 2, 2014 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
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 2, 2014 |
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 2, 2014 | /s/ Andrew R. Etkind | |
| Andrew R. Etkind | ||
| Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 2, 2014 |
| MEDIA CONTACT: | Exhibit 99.1 |
Ted Gartner
Garmin International Inc.
Phone | 913/397-8200
E-Mail | media.relations@garmin.com
Garmin® Ltd. Names Doug Boessen as Next CFO
SCHAFFHAUSEN, Switzerland/June 2, 2014/Business Wire — Garmin Ltd. (NASDAQ: GRMN), the global leader in satellite navigation, today announced that Doug Boessen has joined the company and will serve as chief financial officer and treasurer beginning July 31.
Boessen recently served as CFO for Collective Brands, Inc. where he began as associate controller in 1997. He brings extensive consumer brands and public company experience given his tenure at Collective Brands, a global footwear company with retail and wholesale operations. In addition, he spent many years with Arthur Andersen and is a certified public accountant. Boessen, a University of Central Missouri graduate, completed the executive development program at Northwestern University’s Kellogg Graduate School of Management in 2000. He will oversee financial planning, accounting, investor relations, treasury and internal audit functions, and will report to Garmin Ltd. president and chief executive officer, Cliff Pemble.
"Doug's successful track record as a public company CFO and strong accounting and business experience made him a great candidate to step into this important role on our management team," said Cliff Pemble, president and CEO. "Doug brings an outstanding scope of knowledge and experience to the role, and is eager to help Garmin grow."
“I’ve admired Garmin over the years and have been impressed with their ability to build a global brand that excites customers every day with technology for active lifestyles," said Boessen. "I'm thrilled to join an already strong group of finance professionals and look forward to working with Cliff and the entire leadership team to achieve Garmin’s long-term objectives.”
Boessen will succeed Kevin Rauckman, who has served as CFO and treasurer of Garmin since 1999. Rauckman, who has chosen to pursue interests outside of Garmin, will remain at the company throughout 2014, working closely with Boessen to ensure a seamless transition.
About Garmin Ltd.
Through its operating subsidiaries, Garmin Ltd. designs and manufactures navigation, communication and information electronics.
Garmin is a leader in the general aviation and consumer GPS markets and its products serve aviation, marine, outdoor, fitness,
automotive, mobile and OEM applications. Garmin Ltd. is incorporated in Switzerland, and its principal subsidiaries are located
in the United States, Taiwan and the United Kingdom. For more information, visit the Investor Relations site of Garmin Ltd. at
www.garmin.com or contact the Investor Relations department at 913-397-8200. Garmin is a registered trademark of Garmin Ltd.
All other brands, product names, company names, trademarks and service marks are the properties of their respective owners. All rights reserved.
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 known and unknown risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors listed in the Annual Report on Form 10-K for the year ended December 28, 2013, filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of such Form 10-K is available at http://www.garmin.com/aboutGarmin/invRelations/finReports.html. 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.