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Form 8-K GARMIN LTD For: Jun 05

June 8, 2026 5:00 PM
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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 Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

GARMIN LTD.

(Exact name of registrant as specified in its charter)

 

Switzerland

 

001-41118

 

98-0229227

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

Mühlentalstrasse 36/38

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Registered Shares, $0.10 Per Share Par Value

 

GRMN

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

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. ☐

 

 

 

 


 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2026, 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 2026 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 2026 annual general meeting, abstentions and broker non-votes were not considered in the tabulation of the vote (and should be disregarded) for each proposal.

 

1. The shareholders approved Garmin’s 2025 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 27, 2025 and the statutory financial statements of Garmin for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

166,720,742

 

54,838

 

300,694

 

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

166,642,766

 

126,248

 

307,261

 

0

3. The shareholders approved the payment of a cash dividend in the aggregate amount of U.S. $4.20 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

166,825,423

 

144,591

 

106,261

 

0

4. The shareholders discharged members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

99,005,980

 

1,081,147

 

22,377,268

 

27,279,587

5. The shareholders re-elected six directors, each for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of directors was as follows:

For

Against

Abstain

Non-votes

Susan M. Ball

137,813,480

 

1,804,842

 

 

178,365

 

 

27,279,587

Jonathan C. Burrell

127,104,653

 

12,592,380

 

 

99,654

 

 

27,279,587

Joseph J. Hartnett

120,629,595

 

19,065,430

 

 

101,663

 

 

27,279,587

Min H. Kao

137,177,400

 

2,519,279

 

 

100,008

 

 

27,279,587

Catherine A. Lewis

 

137,170,914

 

2,448,340

 

 

177,434

 

 

27,279,587

Clifton A. Pemble

139,049,728

 

644,172

 

 

102,788

 

 

27,279,587

 

6. The shareholders re-elected Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of the Executive Chairman was as follows:

For

Against

Abstain

Non-votes

130,697,013

 

8,999,309

 

100,366

 

27,279,587

 

1


 

 

7. The shareholders re-elected four members of the Compensation Committee, each for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of members of the Compensation Committee was as follows:

For

Against

Abstain

Non-votes

Susan M. Ball

138,002,249

 

1,610,018

 

 

184,421

 

 

27,279,587

Jonathan C. Burrell

128,457,372

 

11,228,019

 

 

111,296

 

 

27,279,587

Joseph J. Hartnett

132,933,019

 

6,758,071

 

 

105,598

 

 

27,279,587

Catherine A. Lewis

136,178,818

 

3,431,055

 

 

186,814

 

 

27,279,587

8. The shareholders re-elected the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of the independent voting rights representative was as follows:

For

Against

Abstain

Non-votes

166,836,297

 

87,192

 

152,786

 

0

9. The shareholders ratified the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 26, 2026 and re-election of 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

161,369,360

 

5,599,802

 

107,113

 

0

10. The shareholders passed an advisory resolution approving the compensation of Garmin’s Named Executive Officers. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

133,143,435

 

6,492,185

 

161,068

 

27,279,587

 

11. The shareholders passed an advisory resolution approving Garmin’s Swiss Statutory Compensation Report for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

133,864,405

 

5,817,625

 

114,658

 

27,279,587

 

12. The shareholders passed a resolution approving Garmin’s Swiss Non-Financial Matters Report for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

166,195,499

 

556,630

 

324,146

 

0

13. The shareholders approved a binding vote to approve the Fiscal Year 2027 maximum aggregate compensation for Garmin’s Executive Management. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

136,775,093

 

2,650,876

 

370,719

 

27,279,587

14. The shareholders approved a binding vote to approve the maximum aggregate compensation for Garmin’s Board of Directors for the period between the 2026 annual general meeting and the 2027 annual general meeting. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

139,298,872

 

158,877

 

338,939

 

27,279,587

 

 

2


 

Item 8.01. Other Events

On June 5, 2026, 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 $4.20 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 $1.05 will be payable on June 26, 2026 to shareholders of record on June 15, 2026. The Board currently expects that the dividend payment and record dates for the remaining three installments will be as follows: $1.05 on September 25, 2026 to shareholders of record on September 11, 2026, $1.05 on December 24, 2026 to shareholders of record on December 11, 2026 and $1.05 on March 26, 2027 to shareholders of record on March 12, 2027.

3


 

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 5, 2026 (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 8, 2026

/s/ Joshua H. Maxfield

 

Joshua H. Maxfield

 

Vice President, General Counsel and Secretary

 

5


ATTACHMENTS / EXHIBITS

EX-99.1

XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: grmn-20260605_htm.xml

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