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 9, 2017
GARMIN LTD.
(Exact name of registrant as specified in
its charter)
| Switzerland |
0-31983 |
98-0229227 |
| (State or other |
(Commission |
(I.R.S. Employer |
| jurisdiction |
File Number) |
Identification No.) |
| of incorporation) |
|
|
Mühlentalstrasse
2
8200 Schaffhausen
Switzerland
(Address of principal executive offices)
Registrant’s
telephone number, including area code: +41 52 630 1600
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 5.07. Submission
of Matters to a Vote of Security Holders.
On June 9, 2017, Garmin
Ltd. (“Garmin”) held its annual general meeting of shareholders. At the annual general meeting, the shareholders:
(i) approved Garmin’s 2016 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended
December 31, 2016 and the statutory financial statements of Garmin for the fiscal year ended December 31, 2016; (ii) approved the
appropriation of available earnings; (iii) approved the payment of a cash dividend in the aggregate amount of $2.04 per 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 31, 2016; (v) re-elected Donald H. Eller, Joseph, J. Hartnett, Min H. Kao, Charles W. Peffer, Clifton
A. Pemble and Rebecca R. Tilden as directors of Garmin for a term extending until completion of the 2018 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 2018 annual general meeting of shareholders; (vii) re-elected Donald H. Eller, Joseph, J. Hartnett, Charles W. Peffer and
Rebecca R. Tilden as members of Garmin’s Compensation Committee for a term extending until completion of the 2018 annual
general meeting of shareholders; (viii) re-elected the law firm of Reiss+Preuss LLP as Independent Proxy for a term extending until
completion of the 2018 annual general meeting of shareholders; (ix) ratified the appointment of Ernst & Young LLP as Garmin’s
Independent Registered Public Accounting Firm for the 2017 fiscal year and re-elected Ernst & Young Ltd. as Garmin’s
statutory auditor for another one-year term; (x) approved a binding vote to approve the Fiscal Year 2018 maximum aggregate compensation
for Garmin’s Executive Management; (xi) approved a binding vote to approve the maximum aggregate compensation for Garmin’s
Board of Directors for the period between the 2017 Annual General Meeting and the 2018 Annual General Meeting; (xii) approved an
advisory resolution approving the compensation of Garmin’s Named Executive Officers, as disclosed in Garmin’s proxy
statement for the 2017 annual general meeting of shareholders pursuant to the executive compensation disclosure rules promulgated
by the Securities and Exchange Commission; and (xiii) approved an advisory resolution to consider and cast an advisory vote on
the compensation of Garmin’s Named Executive Officers every one year.
The tabulation of votes with respect to the
re-election of six directors was as follows:
| | |
For | | |
Against | | |
Abstain | | |
Not Voted | |
| Donald H. Eller | |
| 136,708,490 | | |
| 4,178,193 | | |
| 147,270 | | |
| 19,746,495 | |
| Joseph H. Hartnett | |
| 140,624,659 | | |
| 289,011 | | |
| 120,283 | | |
| 19,746,495 | |
| Min H. Kao | |
| 140,210,729 | | |
| 714,976 | | |
| 108,248 | | |
| 19,746,495 | |
| Charles W. Peffer | |
| 139,424,619 | | |
| 1,490,878 | | |
| 118,456 | | |
| 19,746,495 | |
| Clifton A. Pemble | |
| 140,484,002 | | |
| 443,243 | | |
| 106,708 | | |
| 19,746,495 | |
| Rebecca R. Tilden | |
| 140,619,439 | | |
| 293,337 | | |
| 121,177 | | |
| 19,746,495 | |
The tabulation of votes
with respect to the re-election of four members of the Compensation Committee was as follows:
| | |
For | | |
Against | | |
Abstain | | |
Not Voted | |
| Donald H. Eller | |
| 134,771,741 | | |
| 6,105,015 | | |
| 157,197 | | |
| 19,746,495 | |
| Joseph H. Hartnett | |
| 140,648,204 | | |
| 257,150 | | |
| 128,599 | | |
| 19,746,495 | |
| Charles W. Peffer | |
| 139,531,714 | | |
| 1,372,416 | | |
| 129,823 | | |
| 19,746,495 | |
| Rebecca R. Tilden | |
| 140,653,495 | | |
| 253,257 | | |
| 127,201 | | |
| 19,746,495 | |
The shareholders approved
Garmin’s 2016 Annual Report, including the consolidated financial statements for the fiscal year ended December 31, 2016
and the statutory financial statements for the fiscal year ended December 31, 2016. The tabulation of votes on this matter was
as follows: 160,278,288 votes for; 113,526 votes against; 388,634 abstentions; and 0 non-votes.
The shareholders approved
the appropriation of available earnings. The tabulation of votes on this matter was as follows: 160,225,667 votes for; 122,986
votes against; 431,795 abstentions; and 0 non-votes.
The shareholders approved
the payment of a cash dividend in the aggregate amount of $2.04 per share out of Garmin’s reserve from capital contribution
in four equal installments. The tabulation of votes on this matter was as follows: 160,560,549 votes for; 53,086 votes against;
166,813 abstentions; and 0 non-votes.
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 31, 2016. The tabulation of votes on this matter was as follows: 148,907,652 votes for; 1,834,081 votes
against; 10,038,715 abstentions; and 0 non-votes.
The shareholders re-elected
Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2018 annual general meeting
of shareholders. The tabulation of votes on this matter was as follows: 134,576,397 votes for; 6,352,072 votes against; 105,484
abstentions; and 19,746,495 non-votes.
The shareholders re-elected
the law firm of Reiss+Preuss LLP as Independent Proxy for a term extending until completion of the 2018 annual general meeting
of shareholders. The tabulation of votes on this matter was as follows: 160,308,052 votes for; 244,170 votes against; 228,226 abstentions;
and 0 non-votes.
The shareholders ratified
the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the 2017 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: 159,807,285 votes for; 768,179 votes against; 204,984 abstentions; and 0 non-votes.
The shareholders approved
a binding vote to approve the Fiscal Year 2018 maximum aggregate compensation for Garmin’s Executive Management. The tabulation
of votes on this matter was as follows: 140,275,819 votes for; 366,341 votes against; 391,793 abstentions; and 19,746,495 non-votes.
The shareholders approved
a binding vote to approve the maximum aggregate compensation for Garmin’s Board of Directors for the period between the 2017
Annual General Meeting and the 2018 Annual General Meeting. The tabulation of votes on this matter was as follows: 140,403,778
votes for; 286,518 votes against; 343,657 abstentions; and 19,746,495 non-votes.
The shareholders approved
an advisory resolution approving the compensation of Garmin’s Named Executive Officers, as disclosed in Garmin’s proxy
statement for the 2017 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: 138,614,126 votes for; 2,219,079
votes against; 200,748 abstentions; and 19,746,495 non-votes.
The shareholders approved
an advisory resolution to consider and cast an advisory vote on the compensation of Garmin’s Named Executive Officers every
one year. The tabulation of votes on this matter was as follows: 132,321,284 votes for one year; 94,245 votes for two years; 8,480,964
votes for three years; 137,460 abstentions; and 19,746,495 non-votes.
Item 8.01. Other Events
On June 9, 2017, 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 $2.04 per 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 $0.51 will be payable on June 30, 2017 to shareholders of record on June 19, 2017.
The Board currently expects that the dividend payment and record dates for the remaining three installments will be as follows:
$0.51 on September 29, 2017 to shareholders of record on September 15, 2017, $0.51 on December 29, 2017 to shareholders of record
on December 15, 2017 and $0.51 on March 30, 2018 to shareholders of record on March 15, 2018.
Item 9.01. Financial
Statements and Exhibits
| (d) | Exhibits. The following exhibits are furnished herewith. |
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated June 9, 2017 (furnished pursuant to Item 8.01) |
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, 2017 |
/s/ Andrew R. Etkind |
| |
Andrew R. Etkind |
| |
Vice President, General Counsel and Secretary |
EXHIBIT INDEX
