Garmin Ltd

This proposal asks shareholders to ratify Garmin’s 2025 Annual Report, which includes both the consolidated financial statements prepared in accordance with U.S. GAAP and the Swiss statutory financial statements for fiscal 2025. Management seeks shareholder approval because Swiss law requires shareholder approval of the annual and statutory financial statements at the annual general meeting; the company’s statutory auditor, Ernst & Young Ltd, has reviewed and recommended approval, opining that the statements comply with Swiss law and, for the consolidated statements, present fairly Garmin’s financial position under U.S. GAAP. Approval is largely procedural but is material because it formally accepts the company’s audited accounts and enables related shareholder votes (e.g., on appropriation of earnings and discharge). The Board recommends a FOR vote to fulfill legal obligations and to endorse the audited financial results, reflecting the Audit Committee’s oversight and the auditors’ reports. For sophisticated analysts, the vote is an affirmation of the company’s financial reporting integrity; a negative vote would be an unusual signal of shareholder dissatisfaction with the financial statements or audit, and would prompt follow-up by the Audit Committee. The proposal carries limited operational implications beyond confirming retained earnings and enabling dividend and discharge proposals; nevertheless it is a necessary governance step that underpins subsequent binding and advisory votes at the meeting.

This proposal asks shareholders to approve the appropriation of Garmin’s available earnings totaling $1,059,697,000 for fiscal 2025; the Board is proposing to carry forward the full amount into retained earnings. Management seeks shareholder approval because Swiss corporate law requires shareholder approval of appropriation of earnings at the annual general meeting. The proposal is procedural and non-controversial in that it does not distribute the earnings as dividends but retains them for corporate purposes, preserving balance sheet flexibility for investment or future distributions. For investors and analysts, carrying forward earnings signals management’s preference to retain cash rather than distribute it, which may reflect capital allocation priorities (e.g., funding operations, share repurchases, or maintaining reserves). The auditors have reviewed the statutory financial statements and the appropriation as presented; the Board recommends a FOR vote, aligning with the auditor’s confirmation that the statements comply with applicable Swiss law. A rejection would require the Board to propose an alternative appropriation and could signal shareholder disagreement on capital allocation, potentially prompting follow-up proposals or dialogue.

This proposal requests shareholder approval for a $4.20 per-share dividend to be funded from Garmin’s reserve from capital contribution and payable in four equal installments (currently expected on June 26, 2026; Sept 25, 2026; Dec 24, 2026; and March 26, 2027). Management is seeking shareholder approval because Swiss law requires shareholder approval for distributions; the company’s statutory auditor has confirmed compliance with Swiss law and the Board has designated a Dividend Reserve of $900,442,000 to support the payments, with rules to pro rata reduce installments if remaining reserves are insufficient. For analysts, the proposal signals a material cash return of capital while preserving a substantial post-allocation reserve (~$1.9 billion) to support operations and other corporate purposes; the mechanics (reserve from capital contribution rather than retained earnings) have Swiss tax and corporate law implications that may affect withholding and distribution treatment for different shareholder classes. The Board retains discretion over installment record and payment dates, which provides flexibility for cash management but may create timing uncertainty for investors. The dividend reserve includes a margin for potential share issuance between approval and payment, limiting dilution or shortfall risk. The Board recommends a FOR vote; a rejection would block the distribution and could signal shareholder preference for alternative capital uses or concerns about liquidity or valuation. Overall, this is a standard capital-allocation proposal that materially affects near-term shareholder cash flows and therefore should be considered in the context of Garmin’s balance sheet strength and strategic priorities.

This proposal asks shareholders to grant statutory discharge to Garmin’s Board and designated Executive Management for their conduct during fiscal 2025, a customary Swiss corporate governance action that limits post-meeting derivative claims for matters disclosed to shareholders. Management seeks approval to provide legal finality for decisions taken in the covered fiscal year; the proposal does not absolve liability for undisclosed matters or willful misconduct and is effective only for shareholders who vote in favor (or acquire shares with knowledge of the approval). For analysts, approval is a standard governance step, and a rejection or significant opposition could indicate investor concern about management accountability or disclosed actions during the year, potentially triggering increased scrutiny or governance engagement. The Board recommends a FOR vote as consistent with Swiss practice and to provide certainty for management and directors, while maintaining remedies for shareholders who voted against or were unaware of the approval within a 12-month derivative period. A negative outcome could have reputational and legal consequences and would likely prompt follow-up disclosures and governance discussions.

This advisory proposal asks shareholders to approve Garmin’s Named Executive Officer compensation disclosures (CD&A and tables) on a non-binding basis. Management and the Compensation Committee present this vote annually to solicit shareholder feedback on compensation philosophy, design, and outcomes; Garmin uses long-term equity (RSUs and performance-contingent RSUs) as the primary mechanism to align executive interests with shareholders and to retain executives. Management cites strong prior support (over 94% in 2025) and expects shareholders to endorse the program; the Compensation Committee will review voting results and consider feedback in future compensation decisions. For an analyst, the vote assesses investor acceptance of pay-for-performance linkages, especially the PC-RSU metrics (revenue and operating income) and the use of target/maximum ranges. A negative vote would not be binding but would signal shareholder dissatisfaction and would likely trigger engagement by the Compensation Committee and potential program adjustments. The Board recommends a FOR vote, viewing the advisory vote as an important governance feedback mechanism.

This non-binding proposal asks shareholders to approve Garmin’s Swiss Statutory Compensation Report, a Swiss-law mandated disclosure of Board and Executive Management remuneration for 2024 and 2025. Management seeks the advisory endorsement to demonstrate shareholder support for compensation outcomes and governance processes; the Compensation Committee will review results and consider them in future decisions. For analysts, the advisory vote is an indicator of shareholder confidence in compensation alignment, particularly given prior strong approval of maximum aggregate compensation items under Swiss law. While non-binding, a negative vote would prompt engagement and potential adjustments. The Board recommends a FOR vote as consistent with prior shareholder approvals and the company’s compensation governance framework.

This proposal asks shareholders to approve Garmin’s Swiss Statutory Non-Financial Matters Report, which discloses governance, environmental, social, human rights and anti-corruption practices in accordance with Swiss legal requirements and related ordinances; Annex 2 contains the full report. Management seeks approval as part of statutory compliance and to demonstrate accountability on climate, supply chain human rights (including conflict minerals and modern slavery policies), employee safety and diversity, and other ESG metrics. For analysts, approval signals institutional acceptance of Garmin’s disclosures and progress on emissions, supplier due diligence, and social metrics; it also provides a basis for evaluating regulatory and reputational risk. A rejection would likely prompt investor engagement and requests for enhanced disclosures or remediation measures. The Board recommends a FOR vote, reflecting completion of the report in accordance with legal requirements and the company’s published sustainability programs.

This binding Swiss-law proposal asks shareholders to approve a prospective aggregate compensation cap of $19,000,000 for Executive Management for fiscal year 2027, inclusive of salaries, stock-based awards (valued at target), and other compensation. Management seeks this ex ante authorization because Swiss corporate law requires shareholder approval of maximum prospective compensation; the amount is based on expected pay levels and is a legal ceiling rather than a promise to pay the full amount. For governance analysts, the vote is a direct control point over executive pay levels and structures and serves as a check on Compensation Committee discretion; the composition (notably significant stock-based components) demonstrates alignment with long-term shareholder value but also concentrates upside in equity instruments tied to performance metrics. A FOR vote authorizes the Compensation Committee to grant compensation up to the stated maximum, while a NO vote would constrain pay-setting flexibility and require the Board to seek revised approval. The Board recommends a FOR vote to ensure legal compliance and operational flexibility to compensate and retain key executives.

This binding proposal asks shareholders to approve a maximum aggregate Board compensation cap of $1,800,000 for the 2026–2027 period, covering retainer fees, equity awards, Executive Chairman pay, and other contingencies. Management seeks this pre-approval because Swiss law mandates shareholder authorization of maximum prospective Board compensation; the cap is calculated based on the expected Board composition (six directors, four non-management) and the described compensation program. For governance analysts, this vote constrains total Board pay and ensures shareholder oversight of director remuneration; approval preserves the Board’s ability to grant planned fees and equity awards without further shareholder approval. A rejection would require the Board to re-propose a revised aggregate amount and could disrupt planned compensation arrangements. The Board recommends a FOR vote to maintain compensation flexibility and continuity.