DEF 14A 1 lgrmn2022_def14a.htm GARMIN LTD - DEF 14A GARMIN LTD. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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GARMIN LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Garmin Ltd.
Mühlentalstrasse 2
8200 Schaffhausen
Switzerland

Notice of Annual General
Meeting of Shareholders

To be held on June 10, 2022

To the Shareholders of Garmin Ltd.:

The 2022 Annual General Meeting (the “Annual Meeting”) of Shareholders of Garmin Ltd., a Swiss company (“Garmin” or the “Company”), will be held at 4:00 p.m. Central European Summer Time (9:00 a.m., U.S. Central Daylight Time) on Friday, June 10, 2022. In accordance with article 27 of the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus dated June 19, 2020, as amended (the “COVID-19 Ordinance”), we have determined that it will not be possible for shareholders to attend the Annual Meeting in person at the venue (i.e., the offices of the law firm Homburger Ltd., Prime Tower, Hardstrasse 201, 8005 Zurich, Switzerland). Shareholders may exercise their voting rights only by giving voting instructions to the independent voting rights representative, the law firm of Wuersch & Gering LLP, 100 Wall Street, 10^thFloor, New York, NY 10005, USA, or its designee, as further described in the accompanying proxy statement. We regret these measures, but believe they are necessary and appropriate to protect our employees and shareholders from the risk of contagion with the COVID-19 virus.

The purpose of the meeting is to consider and vote upon the following matters:

PROPOSALS

	1.	Approval of Garmin’s 2021 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021 and the statutory financial statements of Garmin for the fiscal year ended December 25, 2021
		The Board of Directors proposes to the Annual Meeting to approve Garmin’s 2021 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021 and Garmin’s statutory financial statements for the fiscal year ended December 25, 2021.
	2.	Approval of the appropriation of available earnings
		The Board of Directors proposes to the Annual Meeting to approve the appropriation of available earnings as follows:

Proposed Appropriation of Available Earnings: in Swiss Francs (“CHF”)
Balance brought forward from previous years	CHF	53,340,000
Net loss for the period (on a stand-alone unconsolidated basis):	CHF	(12,550,000)
Total available to the general meeting:	CHF	40,790,000
*Resolution proposed by the Board of Directors:* - RESOLVED, that the available earnings of CHF 40,790,000 shall be carried forward.

GARMIN LTD. - 2022 Proxy Statement 3

	3.	Approval of the payment of a cash dividend in the aggregate amount of U.S. $2.92 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments
		The Board of Directors proposes to the Annual Meeting that Garmin pay a cash dividend in the amount of U.S. $2.92 per outstanding share as follows:

Reserve from Capital Contribution as per December 25, 2021	CHF	4,800,205,000
*Resolutions proposed by the Board of Directors:* • RESOLVED, that Garmin, out of, and limited at a maximum to the amount of, the Dividend Reserve (as defined below), pay a cash dividend in the amount of U.S. $2.92 per outstanding share¹out of Garmin’s reserve from capital contribution payable in four equal installments at the dates determined by the Board of Directors in its discretion, the record date and payment date for each such installment to be announced in a press release²at least ten calendar days prior to the record date; and further
• RESOLVED, that the cash dividend shall be made with respect to the outstanding share capital of Garmin on the record date for the applicable installment, which amount will exclude any shares of Garmin held by Garmin or any of its direct or indirect subsidiaries; and further
• RESOLVED, that CHF 716,325,000³be allocated to dividend reserves from capital contribution (the “Dividend Reserve”) from the reserve from capital contribution in order to pay such dividend of U.S. $2.92 per outstanding share (assuming a total of 198,077,418 shares⁴eligible to receive the dividend); and further	CHF	(716,325,000)
• RESOLVED that if the aggregate dividend payment is lower than the Dividend Reserve, the relevant difference will be allocated back to the reserve from capital contribution; and further
• RESOLVED, that to the extent that any installment payment, when converted into Swiss francs, at a USD/CHF exchange rate prevailing at the relevant record date for the relevant installment payment, would exceed the Dividend Reserve then remaining, the U.S. dollar per share amount of that installment payment shall be reduced on a pro rata basis, provided, however, that the aggregate amount of that installment payment shall in no event exceed the then remaining Dividend Reserve.
Reserve from Capital Contribution after Dividend Reserve Allocation	CHF	4,083,880,000

	(1)	In no event will the dividend payment exceed a total of U.S. $2.92 per share.
	(2)	The announcements will not be published in the Swiss Official Gazette of Commerce.
	(3)	Based on the currency conversion rate of 0.9174 as of December 25, 2021, with a total of 198,077,418 shares eligible for payout (based on the number of shares issued as at December 25, 2021), the aggregate Dividend Reserve would be CHF 716,325,000. The amount of the Dividend Reserve, calculated on the basis of the Company’s issued shares as at December 25, 2021, includes a margin of approximately 35% to accommodate (i) unfavorable currency fluctuation and (ii) new share issuance (see footnote 4 below) that may occur between the time when the dividend is approved by shareholders and when the last installment payment is made. Unused Dividend Reserves will be returned to the reserve from capital contribution after the last installment payment.
	(4)	This number is based on the registered share capital as at December 25, 2021. The number of shares eligible for dividend payments may change due to the repurchase of shares, the sale of treasury shares or the issuance of new shares, including (without limitation) from the conditional share capital reserved for the employee profit sharing program.

	4.	Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 25, 2021
		The Board of Directors proposes to the Annual Meeting that the members of the Board of Directors and the Executive Management be discharged from personal liability for the fiscal year ended December 25, 2021.
	5.	Re-election of six directors
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that each of Jonathan C. Burrell, Joseph J. Hartnett, Min H. Kao, Catherine A. Lewis, Charles W. Peffer, and Clifton A. Pemble be re-elected as directors, each for a term extending until completion of the next annual general meeting.
	6.	Re-election of the Chairman
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that Min H. Kao be re-elected as Executive Chairman of the Board of Directors for a term extending until completion of the next annual general meeting.
	7.	Re-election of four Compensation Committee members
		The Board of Directors proposes to the Annual Meeting that each of Jonathan C. Burrell, Joseph J. Hartnett, Catherine A. Lewis and Charles W. Peffer be re-elected as members of the Compensation Committee, each for a term extending until completion of the next annual general meeting.
	8.	Re-election of the independent voting rights representative
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that the law firm of Wuersch & Gering LLP be re-elected as the independent voting rights representative for a term extending until completion of the next annual general meeting, including any extraordinary general meeting of shareholders prior to the 2023 annual general meeting.
	9.	Ratification of the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that the appointment of Ernst & Young LLP as Garmin’s independent registered public accounting firm for the fiscal year ending December 31, 2022 be ratified and that Ernst & Young Ltd be re-elected as Garmin’s statutory auditor for another one-year term.
	10.	Advisory vote on executive compensation
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve an advisory resolution approving the compensation of Garmin’s Named Executive Officers, as disclosed in Garmin’s proxy statement for the Annual Meeting pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission (“SEC”).
	11.	Binding vote to approve Fiscal Year 2023 maximum aggregate compensation for the Executive Management
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve the maximum aggregate compensation that can be paid or granted to the members of the Executive Management in Fiscal Year 2023 in an amount not to exceed U.S $8,950,000.

GARMIN LTD. - 2022 Proxy Statement 4

	12.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2022 Annual General Meeting and the 2023 Annual General Meeting
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve the maximum aggregate compensation that can be paid or granted to the members of the Board of Directors between the 2022 Annual General Meeting and the 2023 Annual General Meeting in an amount not to exceed U.S. $1,600,000.
	13.	Amendment of 2005 Equity Incentive Plan to increase the maximum number of shares authorized for issuance under the Plan that may be delivered as Restricted Shares or pursuant to Performance Units or Restricted Stock Units from 10 million to 12 million
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve an amendment to the Company’s 2005 Equity Incentive Plan, as last amended and restated on June 7, 2019 to increase the number of shares authorized under the Plan that may be delivered as Restricted Shares or pursuant to Performance Units or Performance Shares or restricted Stock Units from 10,000,000 to 12,000,000. The text of the proposed amendment is contained in Annex 1, on which the proposed amendments are marked with a strikethrough to indicate text that would be deleted and with an underline to indicate text that would be added.
	14.	Renewal of Authorized Share Capital
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to renew the authorized share capital in the 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 10, 2024. The text of the proposed shareholder resolution and the proposed amendment to the Articles of Association are contained in Annex 2.

Information concerning the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

A proxy card is being sent with this proxy statement to each holder of shares registered in Garmin’s share register with voting rights at the close of business, U.S. Eastern Time, on April 14, 2022. In addition, a proxy card will be sent with this proxy statement to each additional holder of shares who is registered with voting rights in Garmin’s share register as of the close of business, U.S. Eastern Time, on May 31, 2022. Shareholders registered in Garmin’s share register with voting rights as of the close of business, U.S. Eastern Time, on May 31, 2022 are entitled to notice of, and to exercise voting rights by giving instructions to our independent voting rights representative (in the manner as further set out in the accompanying proxy statement) with respect to the matters to be resolved upon at, the Annual Meeting and any adjournments thereof.

We are pleased to again take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders on the Internet. We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our beneficial owners of shares held in “street name” through a broker or other nominee as of April 14, 2022 and to participants in the Garmin International, Inc. Retirement Plan (the “Retirement Plan”) with a beneficial interest in our shares as of April 14, 2022, and we are mailing our proxy materials to shareholders whose shares are held directly in their names with our transfer agent, Computershare Trust Company, N.A. as of May 31, 2022. We believe these rules allow us to provide our shareholders with the information they need, while lowering costs of delivery and reducing the environmental impact of our Annual Meeting. Garmin’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021 which contains the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021, the Swiss statutory financial statements of Garmin for the fiscal year ended December 25, 2021, and the Auditor’s Reports for Fiscal Year 2021, are available in the Investor Relations section of Garmin’s website www.garmin.com, and will also be available (subject to any limitations arising from the COVID-19 Ordinance and any other applicable laws and regulations to combat COVID-19 as may be enacted or amended from time to time), together with the Swiss Compensation Report for Fiscal Year 2021, for physical inspection by the shareholders at Garmin’s registered office at Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland, as of May 20, 2022. Copies of the Annual Report on Form 10-K for the fiscal year ended December 25, 2021, the Swiss statutory financial statements of Garmin for the fiscal year ended December 25, 2021, and the Auditor’s Reports may also be obtained without charge by contacting Garmin’s Investor Relations department at +1 (913) 397-8200.

If you received the Notice, you can access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Notice.

If you received these proxy materials through the mail, please use the enclosed proxy card to direct the vote of your shares. Please date the proxy card, sign it and promptly return it in the enclosed envelope, which requires no postage if mailed in the United States, or you may exercise your voting rights by Internet or by telephone using the instructions provided on the proxy card. If you received the Notice and reviewed the proxy materials on the Internet, please follow the instructions included in the Notice.

Please note that under the current rules of the New York Stock Exchange, your broker will not be able to exercise voting rights with respect to your shares at the Annual Meeting on the election of directors and on certain other proposals described in the attached proxy statement if you have not given your broker instructions on how to exercise voting rights with respect to your shares. Please be sure to give instructions to your broker so that your vote can be counted on the election and such proposals.

April 25 , 2022

By Order of the Board of Directors,

Andrew R. Etkind

Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 10, 2022

This Proxy Statement and Garmin’s Annual Report on Form 10-K
for the fiscal year ended December 25, 2021, are available at http://materials.proxyvote.com/H2906T

GARMIN LTD. - 2022 Proxy Statement 5

Table of Contents

BEAT YESTERDAY		8

PROXY STATEMENT		9

INFORMATION CONCERNING SOLICITATION AND VOTING		9

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		13

PROPOSAL ONE	Approval of Garmin’s 2021 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021 and the statutory financial statements of Garmin for the fiscal year ended December 25, 2021	15

PROPOSAL TWO	Appropriation of available earnings	16

PROPOSAL THREE	Payment of a cash dividend in the aggregate amount of U.S. $2.92 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments	17

PROPOSAL FOUR	Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 25, 2021	18

PROPOSAL FIVE	Re-election of six directors	19

Board Meetings and Standing Committee Meetings		22

Board Leadership Structure and Role in Risk Oversight		24

Compensation and Risk		24

Shareholder Communications with Directors		24

Compensation Committee Interlocks and Insider Participation; Certain Relationships		25

Non-Management Director Compensation		25

PROPOSAL SIX	Re-election of the Chairman	26

PROPOSAL SEVEN	Re-election of four Compensation Committee members	27

PROPOSAL EIGHT	Re-election of the independent voting rights representative	28

PROPOSAL NINE	Ratification of the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term	29

PROPOSAL TEN	Advisory Vote on Executive Compensation	30

PROPOSAL ELEVEN	Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation for the Executive Management	31

PROPOSAL TWELVE	Binding Vote to Approve Maximum Aggregate Compensation for the Board of Directors for the period between the 2022 Annual General Meeting and the 2023 Annual General Meeting	32

PROPOSAL THIRTEEN	Approval of an Amendment to the Garmin Ltd. 2005 Equity Incentive Plan to increase the maximum number of shares authorized for issuance under the Plan that may be delivered as Restricted Shares or pursuant to Performance Units or Restricted Stock Units from 10 million to 12 million	33

PROPOSAL FOURTEEN	Renewal of the Authorized Share Capital	39

AUDIT MATTERS		40

Report of Audit Committee		40
Independent Registered Public Accounting Firm Fees		40

EXECUTIVE COMPENSATION MATTERS		41

SHAREHOLDER PROPOSALS		52

HOUSEHOLDING OF ANNUAL MEETING MATERIALS FOR BROKER CUSTOMERS		53

DELINQUENT SECTION 16(A) REPORTS		53

OTHER MATTERS		53

ANNEX 1 Amended and Restated 2005 Garmin Ltd. Equity Incentive Plan		A-1

ANNEX 2 Renewal of Authorized Share Capital		A-18

1.	Approval of Garmin’s 2021 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021 and the statutory financial statements of Garmin for the fiscal year ended December 25, 2021;
2.	Approval of the appropriation of available earnings;
3.	Approval of the payment of a cash dividend in the aggregate amount of U.S. $2.92 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments;
4.	Discharge of the members of the Board and the Executive Management from liability for the fiscal year ended December 25, 2021;
5.	Re-election of six directors;
6.	Re-election of the Chairman;
7.	Re-election of four Compensation Committee members;
8.	Election of the independent voting rights representative;
9.	Ratification of the appointment of Ernst & Young LLP as Garmin’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term;
10.	Advisory vote on executive compensation;
11.	Binding vote to approve Fiscal Year 2023 maximum aggregate compensation for the Executive Management;
12.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2022 Annual General Meeting and the 2023 Annual General Meeting;
13.	Amendment of 2005 Equity Incentive Plan to increase the maximum number of shares authorized for issuance under the Plan that may be delivered as Restricted Shares or pursuant to Performance Units or Restricted Stock Units from 10 million to 12 million; and
14.	Renewal of Authorized Share Capital.

•	Proposal No. 4 (discharge of the members of the Board and Executive Management from liability for the fiscal year ended December 25, 2021);
•	Proposal No. 5 (re-election of six directors);
•	Proposal No. 6 (re-election of the Chairman);
•	Proposal No. 7 (re-election of four Compensation Committee members);
•	Proposal No. 10 (advisory vote on executive compensation);
•	Proposal No. 11 (binding vote to approve Fiscal Year 2023 maximum aggregate compensation for the Executive Management);
•	Proposal No. 12 (binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2022 Annual Meeting and the 2023 Annual Meeting); and
•	Proposal No. 13 (approval of an amendment to the 2005 Garmin Ltd. Equity Incentive Plan to increase the number of shares that may be delivered as certain types of awards under the Plan).

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	⁽¹⁾	Percent of Class	⁽²⁾
Douglas G. Boessen CFO and Treasurer	27,221		*
Jonathan Burrell⁽³⁾ Director	20,071,277	⁽⁴⁾	10.39	%
Patrick Desbois Executive Vice President, Operations	31,998		*
Andrew R. Etkind Vice President, General Counsel and Corporate Secretary	57,740		*
Joseph J. Hartnett Shareholder and Director	17,718	⁽⁵⁾	*
Min H. Kao, Ph.D. Director and Executive Chairman	18,859,060	⁽⁶⁾	9.77	%
Catherine A. Lewis Director	3,743	⁽⁷⁾	*
Charles W. Peffer Director	26,668	⁽⁸⁾	*
Clifton A. Pemble Director, President and CEO	118,373	⁽⁹⁾	*
Philip I. Straub Executive Vice President - Managing Director, Aviation	60,551.15	⁽¹⁰⁾	*
BlackRock, Inc.⁽¹¹⁾ Institutional Shareholder	13,187,637		6.83	%
The Vanguard Group⁽¹²⁾ Institutional Shareholder	16,910,405		8.76	%
Directors and Executive Officers as a Group (10 persons)	39,274,349.15	⁽¹³⁾	20.34	%

*	Less than 1% of the outstanding shares
(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares subject to options or stock appreciation rights held by that person that are currently exercisable as of April 14, 2022 or within 60 days of such date and shares of restricted stock units that will be released to that person within 60 days of April 14, 2022 upon vesting of restricted stock unit awards, are deemed to be outstanding and beneficially owned by that person. The holders may disclaim beneficial ownership of any such shares that are owned by or with family members, trusts or other entities. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to Garmin’s knowledge, each shareholder named in the table has sole voting power and dispositive power with respect to the shares set forth opposite such shareholder’s name. In addition, except as indicated in the footnotes to this table, to Garmin’s knowledge, each shareholder named in the table owns the shares set forth opposite such shareholder’s name directly.
(2)	The percentage is based upon the number of shares outstanding as of April 14, 2022 (excluding shares held directly or indirectly in treasury) and computed as described in footnote (1) above.
(3)	Mr. Burrell’s address is P.O. Box 507, Stillwell, KS 66085
(4)	Mr. Burrell’s beneficial ownership includes (i) 9,347 shares held in a revocable trust established by his mother, over which Mr. Burrell shares voting and dispositive power; (ii) 8,872,799 shares held in several charitable lead annuity trusts, over which Mr. Burrell has sole voting and dispositive power; (iii) 10,168,800 shares held in several grantor retained annuity trusts established by his mother, over which Mr. Burrell has sole voting and dispositive power; (iv) 30,000 shares held in Mr. Burrell’s revocable trust, over which Mr. Burrell has sole voting and dispositive power; (v) 941,166 shares held in a GRAT remainder trust established for Mr. Burrell’s benefit, over which Mr. Burrell shares voting and dispositive power; (vi) 43,478 shares held in a limited liability company that is wholly–owned by a GRAT remainder trust established for the reporting person's benefit, over which Mr. Burrell has sole voting and dispositive power; and (vii) 1,045 shares that will be released to him within 60 days of April 14, 2022 upon vesting of restricted stock unit awards.
(5)	Mr. Hartnett’s beneficial ownership includes 1,045 shares that will be released to him within 60 days of April 14, 2022 upon vesting of restricted stock unit awards.

(6)	Of the 18,859,060 shares, (i) 6,410,753 shares are held by the M&F Trust 10/17/19, over which Dr. Kao has shared voting and dispositive power; (ii) 12,227,539 shares are held by revocable trusts established by Dr. Kao’s children, over which Dr. Kao has shared voting and dispositive power; and (iii) 220,768 shares are held by the Kao Family Foundation, a charitable foundation of which Dr. Kao is president and director and in such capacity may be deemed to exercise shared voting and dispositive power over such shares. Dr. Kao disclaims beneficial ownership of the shares held by the Kao Family Foundation.
(7)	Ms. Lewis’s beneficial ownership includes 1,045 shares that will be released to her within 60 days of April 14, 2022 upon vesting of restricted stock unit awards.
(8)	Mr. Peffer’s beneficial ownership includes 1,045 shares that will be released to him within 60 days of April 14, 2022 upon vesting of restricted stock unit awards.
(9)	Of the 118,373 shares, 255 shares are held by a child of Mr. Pemble who shares the same household.
(10)	Of the 60,551.15 shares, 198.65 shares are held in a family trust over which Mr. Straub’s spouse has shared voting and dispositive power. Mr. Straub disclaims beneficial ownership of the shares held in this trust.
(11)	According to Schedule 13G Amendment No. 6 filed by BlackRock, Inc. on February 3, 2022. According to the Schedule 13G Amendment No. 6, BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055, USA.
(12)	According to Schedule 13G Amendment No. 6 filed by The Vanguard Group on February 10, 2022. According to the Schedule 13G Amendment No. 6, The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355, USA.
(13)	The number includes 4,180 shares that will be released upon vesting of restricted stock unit awards within 60 days of April 14, 2022. Individuals in the group have disclaimed beneficial ownership as to a total of 220,967 of the shares listed.

Dividend Date	Record Date	$ Per Share
June 30, 2022	June 20, 2022	$	0.73
September 30, 2022	September 15, 2022	$	0.73
December 30, 2022	December 15, 2022	$	0.73
March 31, 2023	March 15, 2023	$	0.73

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		SAR/Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Jonathan Burrell	$	90,000	$	145,056	$	–	$	–	$	–	$	–	$	235,056
Joseph Hartnett	$	90,000	$	145,056	$	–	$	–	$	–	$	–	$	235,056
Catherine Lewis	$	85,000	$	145,056	$	–	$	–	$	–	$	–	$	230,056
Charles Peffer	$	95,000	$	145,056	$	–	$	–	$	–	$	–	$	240,056

1.	Provide executive compensation that Garmin believes is fair, reasonable and competitive in order to attract, motivate and retain a highly qualified executive team;
2.	Reward executives for individual performance and contribution;
3.	Provide incentives to executives to enhance shareholder value;
4.	Reward executives for long-term, sustained individual and Company performance; and
5.	Provide executive compensation that is viewed as internally equitable by both the executives and the broader Garmin employee population.

Salaries and benefits	$	2,125,122	⁽¹⁾
Stock compensation (assuming vesting of all performance based RSUs at 100% of target)	$	6,250,000	⁽²⁾
All other compensation and contingencies	$	574,878
TOTAL	$	8,950,000

Board retainer fees	$	360,000
Stock compensation	$	600,000
Executive Chairman compensation	$	387,036	⁽¹⁾
All other compensation and contingencies	$	252,964
TOTAL	$	1,600,000

	Plan Benefits 2005 Equity Incentive Plan Grants Since Inception⁽¹⁾
Name and Position	Number of Options	Number of SARs	Number of RSUs	Number of Performance Shares	Total
Min H. Kao, Executive Chairman	-	-	-	-	-
Clifton A. Pemble, President and Chief Executive Officer	73,480	209,907	316,919	16,667	616,973
Douglas G. Boessen, Chief Financial Officer and Treasurer	-	12,680	68,883	-	81,563
Andrew R. Etkind, Vice President, General Counsel and Secretary	-	97,000	112,438	10,000	219,438
Philip I. Straub, Executive Vice President, Managing Director-Aviation, Garmin International, Inc.	-	78,000	135,586	-	213,586
Patrick G. Desbois, Executive Vice President, Operations, Garmin International, Inc	-	-	96,118	-	96,118
All Executive Officers as a Group	73,480	397,587	729,944	26,667	1,227,678
All Non-Executive Directors as a Group	-	-	-	-	-
All Non-Executive Officer Employees as a Group	30,085	7,235,181	10,510,998	8,333	17,784,587

(U.S. Dollars listed in thousands)	2021		2020
Audit Fees	$	3,293	$	3,189
Audit Related Fees		-		-
Tax Fees^(a)(b)		30		50
All Other Fees^(a)(c)		10		10
TOTAL:	$	3,333	$	3,249

(a)	The Audit Committee has concluded that the provision of these services is compatible with maintaining the independence of EY.
(b)	Tax Fees in 2021 and 2020 consisted of tax consulting services.
(c)	All Other Fees consisted of online subscription fees in 2021 and 2020.

Name	Title
Dr. Min H. Kao	Executive Chairman
Clifton A. Pemble	President and Chief Executive Officer
Douglas G. Boessen	Chief Financial Officer and Treasurer
Andrew R. Etkind	Vice President, General Counsel and Secretary
Philip I. Straub	Executive Vice President, Managing Director - Aviation, Garmin International, Inc.
Patrick G. Desbois	Executive Vice President, Operations, Garmin International, Inc.

•	Sixth consecutive year of revenue growth, with each of our five segments posting double digit growth over 2020.
•	Record consolidated revenue of $4.98 billion, a 19% increase over 2020.
•	Gross margin and operating margin of 58% and 24.5%, respectively.
•	Record operating income of $1.22 billion, a 16% increase over 2020.

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Name	2019		2020		2021
Dr. Kao	$	350,000	$	350,000	$	350,000
Mr. Pemble	$	1,000,000	$	1,050,000	$	1,200,000
Mr. Boessen	$	615,000	$	635,000	$	660,000
Mr. Etkind	$	625,000	$	645,000	$	670,000
Mr. Straub	$	650,000	$	680,000	$	705,000
Mr. Desbois	$	550,000	$	575,000	$	630,000

Name & Principal Position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		SARs/Option Awards ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)
Min H. Kao		2019	$	350,000	$	307	$	0	$	0	$	33,007	$	383,314
Executive Chairman		2020	$	350,000	$	307	$	0	$	0	$	33,879	$	384,186
		2021	$	350,000	$	307	$	0	$	0	$	34,123	$	384,430
Clifton A. Pemble		2019	$	1,000,000	$	307	$	2,199,989	$	0	$	33,116	$	3,233,412
President & Chief Executive Officer		2020	$	1,050,000	$	307	$	2,599,853	$	0	$	34,116	$	3,684,276
		2021	$	1,200,000	$	307	$	3,003,686	$	0	$	34,348	$	4,238,341
Douglas G. Boessen		2019	$	615,000	$	1,014	$	599,950	$	0	$	33,116	$	1,249,079
Chief Financial Officer & Treasurer		2020	$	635,000	$	307	$	675,233	$	0	$	34,116	$	1,344,656
		2021	$	660,000	$	307	$	720,567	$	0	$	34,348	$	1,415,222
Andrew R. Etkind		2019	$	625,000	$	302	$	600,156	$	0	$	396,903	$	1,622,361
Vice President, General		2020	$	645,000	$	319	$	625,239	$	0	$	371,416	$	1,641,974
Counsel & Secretary		2021	$	670,000	$	328	$	672,725	$	0	$	436,324	$	1,779,377
Philip I. Straub		2019	$	650,000	$	307	$	1,124,978	$	0	$	28,616	$	1,803,901
Executive Vice President,		2020	$	680,000	$	307	$	1,165,068	$	0	$	34,116	$	1,879,491
Managing Director-Aviation		2021	$	705,000	$	307	$	1,134,214	$	0	$	34,348	$	1,873,869
Patrick G. Desbois		2019	$	550,000	$	307	$	775,021	$	0	$	33,116	$	1,358,444
Executive Vice President,		2020	$	575,000	$	307	$	909,859	$	0	$	34,116	$	1,519,282
Operations		2021	$	630,000	$	1,722	$	1,042,880	$	0	$	34,348	$	1,708,950

(1)	Annual discretionary cash incentive awards based on financial and non-financial factors considered by the Compensation Committee, as discussed in the Compensation Discussion and Analysis section. In 2021, Garmin’s Named Executive Officers, including the Executive Chairman and the Chief Executive Officer, each received a $307 annual holiday cash bonus. In addition, Mr. Desbois received an additional cash bonus equal to $1,415 in recognition of his 10th anniversary with Garmin.
(2)	This column shows the grant date fair value with respect to the PC-RSUs and RSUs granted in 2019, 2020 and 2021. See the Grants of Plan-Based Awards table for information on awards made in 2021.
(3)	This column shows the grant date fair value with respect to the SARs and stock options granted in 2019, 2020 and 2021. There were no SARs or stock options granted in 2021.
(4)	All Other Compensation for each of the Named Executives for 2019, 2020 and 2021 includes amounts contributed by the Company (in the form of base and matching contributions) to the trust and in the Named Executive Officers’ benefit under the Company’s qualified 401(k) plan. With respect to 2021, for each Named Executive Officer except Mr. Etkind $14,500 was contributed as a base contribution under the qualified 401(k) plan, and each received $19,500 in company matching contributions related to the qualified 401(k) plan. Mr. Etkind’s All Other Compensation in 2021 includes $373,776 cost of living adjustment, $49,828 Swiss pension plan contribution, $12,650 automobile allowance, and $70 tax equalization payment. All Other Compensation for 2019, 2020 and 2021 includes for all Named Executives premiums on life insurance.

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSAL ONE Approval of Garmin’s 2021 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021 and the statutory financial statements of Garmin for the fiscal year ended December 25, 2021

PROPOSAL TWO Appropriation of available earnings

PROPOSAL THREE Payment of a cash dividend in the aggregate amount of U.S. $2.92 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments

PROPOSAL FOUR Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 25, 2021

PROPOSAL FIVE Re-election of six directors

Board Meetings and Standing Committee Meetings

Board Leadership Structure and Role in Risk Oversight

Compensation and Risk

Shareholder Communications with Directors

Compensation Committee Interlocks and Insider Participation; Certain Relationships

Non-Management Director Compensation

PROPOSAL SIX Re-election of the Chairman

PROPOSAL EIGHT Re-election of the independent voting rights representative

PROPOSAL NINE Ratification of the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term

PROPOSAL TEN Advisory Vote on Executive Compensation

PROPOSAL ELEVEN Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation for the Executive Management

PROPOSAL TWELVE Binding Vote to Approve Maximum Aggregate Compensation for the Board of Directors for the period between the 2022 Annual General Meeting and the 2023 Annual General Meeting

PROPOSAL FOURTEEN Renewal of the Authorized Share Capital

AUDIT MATTERS

Report of Audit Committee

Independent Registered Public Accounting Firm Fees

EXECUTIVE COMPENSATION MATTERS

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards⁽¹⁾			All Other Stock Awards:	All Other Option Awards:	Exercise or Base	Closing		Grant Date
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Number of Shares of Stock or Units (#)⁽²⁾	Number of Securities Underlying Options (#)	Price of Option Awards ($/Sh)	Market Price on Grant Date		Fair Value of Stock and Option Awards⁽³⁾
Min H. Kao
Min H. Kao
Clifton A. Pemble	12/15/2021							12,369			$	130.18	$	1,610,196
Clifton A. Pemble	2/25/2021				5,831	11,661	17,492				$	119.50	$	1,393,490
Douglas G. Boessen	12/15/2021							2,583			$	130.18	$	336,255
Douglas G. Boessen	2/25/2021				1,608	3,216	4,824				$	119.50	$	384,312
Andrew R. Etkind	12/15/2021							2,400			$	130.18	$	312,432
Andrew R. Etkind	2/25/2021				1,508	3,015	4,523				$	119.50	$	360,293
Philip Straub	12/15/2021							3,987			$	130.18	$	519,028
Philip Straub	2/25/2021				2,574	5,148	7,722				$	119.50	$	615,186
Patrick Desbois	12/15/2021							4,062			$	130.18	$	528,791
Patrick Desbois	2/25/2021				2,151	4,302	6,453				$	119.50	$	514,089

(1)	Awards made in the form of time-based and performance-based restricted stock units (PC-RSUs) on February 25, 2021.
(2)	Awards made in the form of restricted stock units (RSUs) on December 15, 2021.
(3)	This column represents the grant date fair value of PC-RSUs and RSUs.

	-	For PC-RSUs, that amount assumes 100% (Target) of performance conditions will be met and is calculated by multiplying the closing price of Garmin shares on The Nasdaq Stock Market on the date of grant, discounted in accordance with accounting requirements to reflect that dividend equivalents are not paid on the PC-RSUs, by the number of shares to be awarded. If 150% of Target (Maximum) is met, the grant date fair value of PC-RSUs would be $2,090,234, $576,468, $540,438, $922,779 and $771,134, respectively, for Mr. Pemble, Mr. Boessen, Mr. Etkind, Mr. Straub and Mr. Desbois.
	-	For RSUs, that amount is calculated by multiplying the closing price of Garmin shares on The New York Stock Exchange on the date of grant (Garmin’s share listing was transferred from The Nasdaq Stock Market to The New York Stock Exchange on December 7, 2021), discounted in accordance with accounting requirements to reflect that dividend equivalents are not paid on the RSUs, by the number of shares to be awarded.
	-	For additional information on the valuation assumptions with respect to the 2021 grants, refer to Note 9 of Garmin’s financial statements in the Form 10-K for the fiscal year ended December 25, 2021, as filed with the SEC.

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option / SAR Exercise Price ($)		Option / SAR Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾
Min H. Kao		-		-		-		-		-		-		-		-			-
Clifton A. Pemble		-		-		-		-		-		-		-		4,300	⁽¹⁾	$	578,264
Clifton A. Pemble		-		-		-		-		-		-		-		7,870	⁽¹⁾	$	1,058,358
		-		-		-		-		-		-		-		12,369	⁽¹⁾	$	1,663,383
		-		-		-		-		-		-		-		4,193	⁽²⁾	$	563,875
		-		-		-		-		-		-		-		14,278	⁽²⁾	$	1,920,105
		-		-		-		-		-		-		-		11,661	⁽²⁾	$	1,568,171
Douglas G. Boessen		-		-		-		-		-		-		-		985	⁽¹⁾	$	132,463
Douglas G. Boessen		-		-		-		-		-		-		-		1,750	⁽¹⁾	$	235,340
		-		-		-		-		-		-		-		2,583	⁽¹⁾	$	347,362
		-		-		-		-		-		-		-		1,363	⁽²⁾	$	183,296
		-		-		-		-		-		-		-		4,284	⁽²⁾	$	576,112
		-		-		-		-		-		-		-		3,216	⁽²⁾	$	432,488
Andrew R. Etkind		-		-		-		-		-		-		-		896	⁽¹⁾	$	120,494
Andrew R. Etkind		-		-		-		-		-		-		-		1,604	⁽¹⁾	$	215,706
		-		-		-		-		-		-		-		2,400	⁽¹⁾	$	322,752
		-		-		-		-		-		-		-		1,468	⁽²⁾	$	197,417
		-		-		-		-		-		-		-		4,000	⁽²⁾	$	537,920
		-		-		-		-		-		-		-		3,015	⁽²⁾	$	405,457
Philip I. Straub		-		-		-		-		-		-		-		1,881	⁽¹⁾	$	252,957
Philip I. Straub		-		-		-		-		-		-		-		3,148	⁽¹⁾	$	423,343
		-		-		-		-		-		-		-		3,987	⁽¹⁾	$	536,172
		-		-		-		-		-		-		-		2,516	⁽²⁾	$	338,352
		-		-		-		-		-		-		-		7,140	⁽²⁾	$	960,187
		-		-		-		-		-		-		-		5,148	⁽²⁾	$	692,303
Patrick G. Desbois		-		-		-		-		-		-		-		1,344	⁽¹⁾	$	180,741
Patrick G. Desbois		-		-		-		-		-		-		-		2,536	⁽¹⁾	$	341,041
		-		-		-		-		-		-		-		4,062	⁽¹⁾	$	546,258
		-		-		-		-		-		-		-		1,677	⁽²⁾	$	225,523
		-		-		-		-		-		-		-		5,424	⁽²⁾	$	729,420
		-		-		-		-		-

SEC Form DEF 14A filed by Garmin Ltd.