Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 8, 2018, Garmin Ltd. (“Garmin”) held its annual general meeting of shareholders. At the annual general
meeting, the shareholders: (i) elected Andrew Etkind as ad hoc Chairman of the meeting; (ii) approved Garmin’s 2017
Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2017 and the
statutory financial statements of Garmin for the fiscal year ended December 30, 2017; (iii) approved the appropriation of
available earnings; (iv) approved the payment of a cash dividend in the aggregate amount of $2.12 per share out of
Garmin’s reserve from capital contribution in four equal installments; (v) discharged the members of Garmin’s
Board of Directors and the members of Executive Management from liability for the fiscal year ended December 30, 2017; (vi)
re-elected Joseph J. Hartnett, Min H. Kao, Charles W. Peffer, Clifton A. Pemble and Rebecca R. Tilden and elected Jonathan C.
Burrell as directors of Garmin for a term extending until completion of the 2019 annual general meeting of shareholders;
(vii) re-elected Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2019
annual general meeting of shareholders; (viii) re-elected Joseph J. Hartnett, Charles W. Peffer and Rebecca R. Tilden and
elected Jonathan C. Burrell as members of Garmin’s Compensation Committee for a term extending until completion of the
2019 annual general meeting of shareholders; (ix) re-elected the law firm of Reiss+Preuss LLP as Independent Proxy for a term
extending until completion of the 2019 annual general meeting of shareholders; (x) ratified the appointment of Ernst &
Young LLP as Garmin’s Independent Registered Public Accounting Firm for the 2018 fiscal year and re-elected Ernst &
Young Ltd. as Garmin’s statutory auditor for another one-year term; (xi) approved an advisory resolution approving the
compensation of Garmin’s Named Executive Officers, as disclosed in Garmin’s proxy statement for the 2018 annual
general meeting of shareholders pursuant to the executive compensation disclosure rules promulgated by the Securities and
Exchange Commission; (xii) approved a binding vote to approve the Fiscal Year 2019 maximum aggregate compensation for
Garmin’s Executive Management; (xiii) approved a binding vote to approve the maximum aggregate compensation for
Garmin’s Board of Directors for the period between the 2018 Annual General Meeting and the 2019 Annual General Meeting;
(xiv) approved the amendment to Garmin’s Articles of Association to add the CEO, the Corporate Secretary or any person
appointed by Garmin’s Board of Directors to the list of persons who can act as chairman of a general meeting of the
shareholders; and (xv) approved the amendment to Garmin’s Articles of Association to authorize Garmin’s Board of
Directors at any time until June 8, 2020 to increase the share capital in an amount not to exceed CHF 3,961,548.30 through
the issuance of up to 39,615,483 fully paid-in registered shares with a nominal value of CHF 0.10 each.
The
tabulation of votes with respect to the re-election of five directors and the election of one new director was as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
Not Voted
|
Joseph H. Hartnett
|
|
121,743,735
|
|
932,926
|
|
50,635
|
|
29,022,106
|
Min H. Kao
|
|
121,779,513
|
|
907,336
|
|
40,447
|
|
29,022,106
|
Charles W. Peffer
|
|
117,188,492
|
|
5,486,464
|
|
52,340
|
|
29,022,106
|
Clifton A. Pemble
|
|
122,182,008
|
|
504,388
|
|
40,900
|
|
29,022,106
|
Rebecca R. Tilden
|
|
117,126,584
|
|
5,546,144
|
|
54,568
|
|
29,022,106
|
Jonathan C. Burrell
|
|
122,080,098
|
|
603,140
|
|
44,058
|
|
29,022,106
|
The
tabulation of votes with respect to the re-election of three members and the election of one new member of the Compensation Committee
was as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
Not Voted
|
Joseph H. Hartnett
|
|
122,046,849
|
|
621,366
|
|
59,081
|
|
29,022,106
|
Charles W. Peffer
|
|
117,985,669
|
|
4,685,742
|
|
55,885
|
|
29,022,106
|
Rebecca R. Tilden
|
|
115,701,581
|
|
6,960,648
|
|
65,067
|
|
29,022,106
|
Jonathan C. Burrell
|
|
122,433,513
|
|
237,214
|
|
56,569
|
|
29,022,106
|
The
shareholders elected Andrew Etkind as ad hoc Chairman of the meeting. The tabulation of votes on this matter was as follows: 151,366,575
votes for; 212,946 votes against; 169,881 abstentions; and 0 non-votes.
The
shareholders approved Garmin’s 2017 Annual Report, including the consolidated financial statements for the fiscal year ended
December 30, 2017 and the statutory financial statements for the fiscal year ended December 30, 2017. The tabulation of votes
on this matter was as follows: 151,177,776 votes for; 258,677 votes against; 312,949 abstentions; and 0 non-votes.
The
shareholders approved the appropriation of available earnings. The tabulation of votes on this matter was as follows: 151,369,782
votes for; 164,413 votes against; 215,207 abstentions; and 0 non-votes.
The
shareholders approved the payment of a cash dividend in the aggregate amount of $2.12 per share out of Garmin’s reserve
from capital contribution in four equal installments. The tabulation of votes on this matter was as follows: 151,611,834 votes
for; 70,251 votes against; 67,317 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 30, 2017. The tabulation of votes on this matter was as follows: 117,715,392
votes for; 298,683 votes against; 4,713,221 abstentions; and 29,022,106 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
2019 annual general meeting of shareholders. The tabulation of votes on this matter was as follows: 115,835,807 votes for; 6,845,060
votes against; 46,429 abstentions; and 29,022,106 non-votes.
The
shareholders re-elected the law firm of Reiss+Preuss LLP as Independent Proxy for a term extending until completion of the 2019
annual general meeting of shareholders. The tabulation of votes on this matter was as follows: 151,383,306 votes for; 161,400
votes against; 204,696 abstentions; and 0 non-votes.
The
shareholders ratified the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm
for the 2018 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: 150,026,725 votes for; 1,599,734 votes against; 122,943 abstentions; and 0
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 2018 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: 117,580,768
votes for; 4,999,605 votes against; 146,923 abstentions; and 29,022,106 non-votes.
The
shareholders approved a binding vote to approve the Fiscal Year 2019 maximum aggregate compensation for Garmin’s Executive
Management. The tabulation of votes on this matter was as follows: 122,065,006 votes for; 424,327 votes against; 237,963 abstentions;
and 29,022,106 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 2018 Annual General Meeting and the 2019 Annual General Meeting. The tabulation of votes on this matter was
as follows: 122,271,779 votes for; 219,239 votes against; 236,278 abstentions; and 29,022,106 non-votes.
The
shareholders approved the amendment to Garmin’s Articles of Association to add the CEO, the Corporate Secretary or any person
appointed by Garmin’s Board of Directors to the list of persons who can act as chairman of a general meeting of the shareholders.
The tabulation of votes on this matter was as follows: 150,956,975 votes for; 352,812 votes against; 439,615 abstentions; and
0 non-votes.
The
shareholders approved the amendment to Garmin’s Articles of Association to authorize Garmin’s Board of Directors at
any time until June 8, 2020 to increase the share capital in an amount not to exceed CHF 3,961,548.30 through the issuance of
up to 39,615,483 fully paid-in registered shares with a nominal value of CHF 0.10 each. The tabulation of votes on this matter
was as follows: 145,930,328 votes for; 5,364,039 votes against; 455,035 abstentions; and 0 non-votes.