Item 5.07. Submission
of Matters to a Vote of Security Holders.
On June 5, 2020, Garmin
Ltd. (“Garmin”) held its annual general meeting of shareholders. At the annual general meeting, the shareholders: (i)
approved Garmin’s 2019 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended
December 28, 2019 and the statutory financial statements of Garmin for the fiscal year ended December 28, 2019; (ii) approved the
appropriation of available earnings; (iii) approved the payment of a cash dividend in the aggregate amount of U.S. $2.44 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 28, 2019; (v) re-elected
Jonathan C. Burrell, Joseph, J. Hartnett, Min H. Kao, Catherine A. Lewis, Charles W. Peffer and Clifton A. Pemble as directors
of Garmin for a term extending until completion of the 2021 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 2021 annual general meeting of shareholders;
(vii) re-elected Jonathan C. Burrell, Joseph, J. Hartnett, Catherine A. Lewis and Charles W. Peffer as members of Garmin’s
Compensation Committee for a term extending until completion of the 2021 annual general meeting of shareholders; (viii) re-elected
the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the
2021 annual general meeting of shareholders; (ix) ratified the appointment of Ernst & Young LLP as Garmin’s Independent
Registered Public Accounting Firm for the 2020 fiscal year and re-elected Ernst & Young Ltd. as Garmin’s statutory auditor
for another one-year term; (x) approved an advisory resolution approving the compensation of Garmin’s Named Executive Officers,
as disclosed in Garmin’s proxy statement for the 2020 annual general meeting of shareholders pursuant to the executive compensation
disclosure rules promulgated by the Securities and Exchange Commission; (xi) approved a binding vote to approve the Fiscal Year
2021 maximum aggregate compensation for Garmin’s Executive Management; (xii) approved a binding vote to approve the maximum
aggregate compensation for Garmin’s Board of Directors for the period between the 2020 Annual General Meeting and the 2021
Annual General Meeting; and (xiii) approved an amendment to Garmin’s Articles of Association to renew the authorized share
capital in the decreased amount of CHF 1,980,774.10 corresponding to 19,807,741 registered shares with a nominal value of CHF 0.10
each, until June 5, 2022.
The tabulation of votes
with respect to the re-election of six directors was as follows:
|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Not Voted
|
|
|
Jonathan C. Burrell
|
|
|
108,407,735
|
|
|
|
20,874,039
|
|
|
|
57,287
|
|
|
|
23,560,553
|
|
|
Joseph H. Hartnett
|
|
|
114,467,957
|
|
|
|
14,810,372
|
|
|
|
60,732
|
|
|
|
23,560,553
|
|
|
Min H. Kao
|
|
|
127,067,602
|
|
|
|
2,212,005
|
|
|
|
59,454
|
|
|
|
23,560,553
|
|
|
Catherine A. Lewis
|
|
|
127,371,372
|
|
|
|
1,904,269
|
|
|
|
63,420
|
|
|
|
23,560,553
|
|
|
Charles W. Peffer
|
|
|
110,313,317
|
|
|
|
18,966,483
|
|
|
|
59,262
|
|
|
|
23,560,553
|
|
|
Clifton A. Pemble
|
|
|
127,825,107
|
|
|
|
1,466,963
|
|
|
|
46,991
|
|
|
|
23,560,553
|
|
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
|
|
|
Jonathan C. Burrell
|
|
|
118,357,372
|
|
|
|
10,915,325
|
|
|
|
66,364
|
|
|
|
23,560,553
|
|
|
Joseph H. Hartnett
|
|
|
126,924,678
|
|
|
|
2,338,349
|
|
|
|
76,034
|
|
|
|
23,560,553
|
|
|
Catherine A. Lewis
|
|
|
127,485,174
|
|
|
|
1,776,282
|
|
|
|
77,605
|
|
|
|
23,560,553
|
|
|
Charles W. Peffer
|
|
|
123,346,666
|
|
|
|
5,919,962
|
|
|
|
72,434
|
|
|
|
23,560,553
|
|
The shareholders approved
Garmin’s 2019 Annual Report, including the consolidated financial statements for the fiscal year ended December 28, 2019
and the statutory financial statements for the fiscal year ended December 28, 2019. The tabulation of votes on this matter was
as follows: 152,345,552 votes for; 75,296 votes against; 478,767 abstentions; and 0 non-votes.
The shareholders approved
the appropriation of available earnings. The tabulation of votes on this matter was as follows: 152,538,264 votes for; 167,209
votes against; 194,142 abstentions; and 0 non-votes.
The shareholders approved
the payment of a cash dividend in the aggregate amount of $2.44 per share out of Garmin’s reserve from capital contribution
in four equal installments. The tabulation of votes on this matter was as follows: 152,678,801 votes for; 106,795 votes against;
114,019 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 28, 2019. The tabulation of votes on this matter was as follows: 95,207,139 votes for; 851,379 votes
against; 33,280,543 abstentions; and 23,560,553 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 2021 annual general meeting of shareholders.
The tabulation of votes on this matter was as follows: 117,996,193 votes for; 11,283,146 votes against; 59,722 abstentions; and
23,560,553 non-votes.
The shareholders re-elected
the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the
2021 annual general meeting of shareholders. The tabulation of votes on this matter was as follows: 152,262,328 votes for; 197,388
votes against; 439,898 abstentions; and 0 non-votes.
The shareholders ratified
the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the 2020 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: 147,797,213 votes for; 4,903,488 votes against; 198,913 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 2020 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: 122,374,468 votes for; 6,852,990
votes against; 111,604 abstentions; and 23,560,553 non-votes.
The shareholders approved
a binding vote to approve the Fiscal Year 2021 maximum aggregate compensation for Garmin’s Executive Management. The tabulation
of votes on this matter was as follows: 126,153,612 votes for; 2,804,210 votes against; 381,240 abstentions; and 23,560,553 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 2020
Annual General Meeting and the 2021 Annual General Meeting. The tabulation of votes on this matter was as follows: 127,282,844
votes for; 1,670,081 votes against; 386,136 abstentions; and 23,560,553 non-votes.
The shareholders approved
an amendment to Garmin’s Articles of Association to renew the authorized share capital in the decreased amount of CHF 1,980,774.10
corresponding to 19,807,741 registered shares with a nominal value of CHF 0.10 each, until June 5, 2022. The tabulation of votes
on this matter was as follows: 151,261,111 votes for; 1,364,171 votes against; 274,332 abstentions; and 0 non-votes.