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. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material Pursuant to §240.14a-12

GARMIN LTD.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required
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GARMIN LTD.

NOTICE AND PROXY STATEMENT

FOR

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD

FRIDAY, JUNE 7, 2024

YOUR VOTE IS IMPORTANT!

Please mark, date and sign the enclosed proxy card

and promptly return it in the enclosed envelope.

If you reviewed your materials electronically or through a broker

or other nominee,

please follow the instructions provided.

THIS NOTICE AND PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND THE 2023
ANNUAL REPORT ARE FIRST BEING FURNISHED ON APRIL 24, 2024.

Garmin Ltd.
Mühlentalstrasse 2
8200 Schaffhausen
Switzerland

Notice of Annual General Meeting of Shareholders

To be held on June 7, 2024

To the Shareholders of Garmin Ltd.:

We cordially invite you to attend the 2024 Annual General Meeting (the “Annual Meeting”) of Shareholders of Garmin Ltd., a Swiss company (“Garmin” or the “Company”). The Annual Meeting will be held at the offices of the law firm of Homburger Ltd, Prime Tower, Hardstrasse 201, 8005 Zurich, Switzerland, at 5:00 p.m. Central European Summer Time on Friday, June 7, 2024. The purpose of the meeting is to consider and vote upon the following matters:

PROPOSALS

	1.	Approval of Garmin’s 2023 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023 and the statutory financial statements of Garmin for the fiscal year ended December 30, 2023
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve Garmin’s 2023 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023, and Garmin’s statutory financial statements for the fiscal year ended December 30, 2023.
	2.	Approval of the appropriation of available earnings
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve the appropriation of available earnings as follows:

Proposed Appropriation of Available Earnings
Balance brought forward from previous years	$	1,158,941,000
Cancellation of repurchased shares	$	(210,136,000)
Net (loss) income for the period (on a stand-alone unconsolidated basis)	$	(323,393,000)
Total available to the Annual Meeting	$	625,412,000
*Resolution proposed by the Board of Directors:*
• RESOLVED, that the available earnings of $625,412,000 shall be carried forward.

GARMIN LTD. - 2024 Proxy Statement 3

	3.	Approval of the payment of a cash dividend in the aggregate amount of $3.00 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that Garmin pay a cash dividend in the amount of $3.00 per outstanding share as follows:

Reserve from Capital Contribution as per December 30, 2023		$	4,099,733,000
*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 $3.00 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 $646,405,000³be allocated to dividend reserves from capital contribution (the “Dividend Reserve”) from the reserve from capital contribution in order to pay such dividend of $3.00 per outstanding share (assuming a total of 195,880,428 shares⁴ eligible to receive the dividend); and further	$	(646,405,000)
•	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 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	$	3,453,328,000

		(1)	In no event will the dividend payment exceed a total of $3.00 per share.
		(2)	The announcements will not be published in the Swiss Official Gazette of Commerce.
		(3)	The amount of the Dividend Reserve, calculated on the basis of the Company’s issued shares as at December 30, 2023, includes a margin to accommodate 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. Any unused portion of the Dividend Reserve 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 30, 2023. The number of shares eligible for dividend payments may change due to the issuance of new shares or the reissuance of treasury shares, including (without limitation) from the capital band or the conditional share capital reserved for the share incentive plans, or the cancellation of existing shares as a result of share repurchases.

	4.	Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 30, 2023
		Proposal of the Board of Directors
		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 30, 2023.
	5.	Re-election of five directors and election of one new director
		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 and Clifton A. Pemble be re-elected as directors, and that Susan M. Ball be elected as a new director, each for a term extending until completion of the 2025 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 2025 annual general meeting.
	7.	Re-election of three Compensation Committee members and election of one new member
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that each of Jonathan C. Burrell, Joseph J. Hartnett and Catherine A. Lewis be re-elected as members of the Compensation Committee, and that Susan M. Ball be elected as a new member of the Compensation Committee, each for a term extending until completion of the 2025 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 2025 annual general meeting, including any extraordinary general meeting of shareholders prior to the 2025 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 28, 2024 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 28, 2024 be ratified and that Ernst & Young Ltd be re-elected as Garmin’s statutory auditor for another one-year term.
	10.	Advisory vote on the compensation of Garmin’s Named Executive Officers
		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 (“NEOs”), 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.

GARMIN LTD. - 2024 Proxy Statement 4

	11.	Advisory vote on the Swiss Statutory Compensation Report
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve an advisory resolution approving Garmin’s Swiss Statutory Compensation Report for the fiscal year ended December 30, 2023.
	12.	Advisory vote on the Swiss Statutory Non-Financial Matters Report
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve an advisory resolution approving Garmin’s Swiss Statutory Non-Financial Matters Report for the fiscal year ended December 30, 2023.
	13.	Binding vote to approve Fiscal Year 2025 maximum aggregate compensation for the Executive Management (as defined in this Proxy Statement)
		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 2025 in an amount not to exceed $11,000,000.
	14.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2024 annual general meeting and the 2025 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 2024 annual general meeting and the 2025 annual general meeting in an amount not to exceed $1,800,000.
	15.	Amendment and restatement of the Garmin Ltd. 2005 Equity Incentive Plan
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve an amendment and restatement of the Garmin Ltd. Amended and Restated 2005 Equity Incentive Plan, as last amended and restated on June 9, 2023 (the “Plan”), primarily to increase the number of shares authorized under the Plan from 13 million to 18 million, and the maximum number of shares that may be delivered as restricted shares or pursuant to performance units or restricted stock units from 12 million to 17 million. The text of the proposed amendment and restatement is contained in Annex 3.
	16.	Renewal of Capital Band
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to renew its existing capital band by giving the Board of Directors’ authority to issue new shares and/or to cancel shares or reduce the nominal value of the shares thereunder for a one-year period ending on June 7, 2025. The authority to issue shares will be limited to an increase of up to 20% of Garmin’s stated capital, and the authority to cancel shares or reduce the nominal value of the shares will be limited to up to 10% of Garmin’s stated capital. The text of the proposed shareholder resolution and the proposed amendment to our Articles of Association are contained in Annex 4.

Information concerning the matters to be acted upon at the Annual Meeting is contained in the accompanying proxy statement (the “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 12, 2024, which is the record date for the Annual Meeting. 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 5:00 p.m., U.S. Eastern Time, on May 28, 2024. Shareholders registered in Garmin’s share register with voting rights as of 5:00 p.m., U.S. Eastern Time, on May 28, 2024 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. Under our Articles of Association, shareholders of record may also grant proxies to a third party, who need not be a shareholder.

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 12, 2024 and to participants in the Garmin International, Inc. Retirement Plan with a beneficial interest in our shares as of April 12, 2024, 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 28, 2024. 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 30, 2023 (the “2023 Annual Report”), which contains the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023, the Swiss statutory financial statements of Garmin for the fiscal year ended December 30, 2023 and the Auditor’s Reports for Fiscal Year 2023, are available in the Investor Relations section of Garmin’s website www.garmin.com. Copies of the 2023 Annual Report, the Swiss statutory financial statements of Garmin for the fiscal year ended December 30, 2023, the Auditor’s Reports, the Swiss Compensation Report and the Swiss Non-Financial Matters Report 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.

GARMIN LTD. - 2024 Proxy Statement 5

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 other proposals.

April 24, 2024

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 7, 2024

This Proxy Statement and Garmin’s 2023 Annual Report are available at http://materials.proxyvote.com/H2906T

GARMIN LTD. - 2024 Proxy Statement 6

Table of Contents

BEAT YESTERDAY		9

PROXY STATEMENT		10

INFORMATION CONCERNING SOLICITATION AND VOTING		10

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		14

PROPOSAL ONE	Approval of Garmin’s 2023 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023 and the statutory financial statements of Garmin for the fiscal year ended December 30, 2023	16

PROPOSAL TWO	Appropriation of available earnings	17

PROPOSAL THREE	Payment of a cash dividend in the aggregate amount of $3.00 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments	18

PROPOSAL FOUR	Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 30, 2023	19

PROPOSAL FIVE	Re-election of five directors and election of one new director	20

Board Meetings and Standing Committee Meetings		23

Board Leadership Structure and Role in Risk Oversight		25

Compensation and Risk		25

Communications with Directors		26

Compensation Committee Interlocks and Insider Participation		26

Certain Relationships and Related Party Transactions		26

Non-Management Director Compensation		26

PROPOSAL SIX	Re-election of the Chairman	28

PROPOSAL SEVEN	Re-election of three Compensation Committee members and election of one new member	29

PROPOSAL EIGHT	Re-election of the independent voting rights representative	30

PROPOSAL NINE	Ratification of the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 28, 2024 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term	31

PROPOSAL TEN	Advisory Vote on the Compensation of Garmin’s Named Executive Officers	32

PROPOSAL ELEVEN	Advisory Vote on the Swiss Statutory Compensation Report	33

PROPOSAL TWELVE	Advisory Vote on the Swiss Statutory Non-Financial Matters Report	34

PROPOSAL THIRTEEN	Binding Vote to Approve Fiscal Year 2025 Maximum Aggregate Compensation for the Executive Management	35

PROPOSAL FOURTEEN	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2024 Annual General Meeting and the 2025 Annual General Meeting	36

PROPOSAL FIFTEEN	Amendment and restatement of the Garmin Ltd. 2005 Equity Incentive Plan	37

PROPOSAL SIXTEEN	Renewal of Capital Band	44

AUDIT MATTERS		45

Report of Audit Committee		45

Annual Evaluation and Selection of Independent Auditors		45

Independent Registered Public Accounting Firm Fees		46

EXECUTIVE COMPENSATION MATTERS		47

SHAREHOLDER PROPOSALS		61

HOUSEHOLDING OF ANNUAL MEETING MATERIALS FOR BROKER CUSTOMERS		62

OTHER MATTERS		62

ANNEX 1 2023 Swiss Statutory Compensation Report		A-1

ANNEX 2 2023 Swiss Statutory Non-Financial Matters Report		A-14

ANNEX 3 Amendment and restatement of the Garmin Ltd. 2005 Equity Incentive Plan		A-19

ANNEX 4 Renewal of Capital Band		A-33

1.	Approval of Garmin’s 2023 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023 and the statutory financial statements of Garmin for the fiscal year ended December 30, 2023;
2.	Approval of the appropriation of available earnings;
3.	Approval of the payment of a cash dividend in the aggregate amount of $3.00 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 30, 2023;
5.	Re-election of five directors and election of one new director;
6.	Re-election of the Chairman;
7.	Re-election of three Compensation Committee members and election of one new member;
8.	Re-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 28, 2024 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term;
10.	Advisory vote on the compensation of Garmin’s Named Executive Officers;
11.	Advisory vote on the Swiss statutory compensation report;
12.	Advisory vote on the Swiss statutory non-financial matters report;
13.	Binding vote to approve Fiscal Year 2025 maximum aggregate compensation for the Executive Management;
14.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2024 annual general meeting and the 2025 annual general meeting;
15.	Amendment and restatement of the Garmin Ltd. 2005 Equity Incentive Plan; and
16.	Renewal of Capital Band.

•	Proposal No. 4 (discharge of the members of the Board and Executive Management from liability for the fiscal year ended December 30, 2023);
•	Proposal No. 5 (re-election of five directors and election of one new director);
•	Proposal No. 6 (re-election of the Chairman);
•	Proposal No. 7 (re-election of three Compensation Committee members and election of one new member);
•	Proposal No. 10 (advisory vote on compensation of Garmin’s Named Executive Officers);
•	Proposal No. 11 (advisory vote on the Swiss compensation report);
•	Proposal No. 12 (advisory vote on the Swiss statutory non-financial matters report);
•	Proposal No. 13 (binding vote to approve Fiscal Year 2025 maximum aggregate compensation for the Executive Management);
•	Proposal No. 14 (binding vote to approve maximum aggregate compensation for the Board for the period between the 2024 annual general meeting and the 2025 annual general meeting); and
•	Proposal No. 15 (amendment and restatement of the Garmin Ltd. 2005 Equity Incentive Plan).

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	⁽¹⁾	Percent of Class	⁽²⁾
5% Shareholders
BlackRock, Inc.⁽³⁾ Institutional Shareholder	15,305,863		7.97	%
The Vanguard Group⁽⁴⁾ Institutional Shareholder	17,793,841		9.26	%
Directors and Executive Officers
Susan M. Ball Director Nominee	175		*
Douglas G. Boessen CFO and Treasurer	14,853		*
Jonathan Burrell⁽⁵⁾ Director	18,446,160	⁽⁶⁾	9.60	%
Patrick Desbois Executive Vice President, Operations	39,812		*
Andrew R. Etkind Vice President, General Counsel and Corporate Secretary	65,306		*
Joseph J. Hartnett Shareholder and Director	20,083	⁽⁷⁾	*
Min H. Kao, Ph.D. Director and Executive Chairman	18,739,310	⁽⁸⁾	9.76	%
Catherine A. Lewis Director	6,108	⁽⁹⁾	*
Charles W. Peffer Director	29,033	⁽¹⁰⁾	*
Clifton A. Pemble Director, President and CEO	93,828	⁽¹¹⁾	*
Philip I. Straub Executive Vice President – Managing Director, Aviation	72,062.5		*
Directors and Executive Officers as a Group (11 persons)	37,526,730.5	⁽¹²⁾	19.54	%

*	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 12, 2024 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 12, 2024 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 12, 2024 (excluding shares held directly or indirectly in treasury) and computed as described in footnote (1) above.
(3)	According to Schedule 13G Amendment No. 8 filed by BlackRock, Inc. on January 31, 2023. According to the Schedule 13G Amendment No. 8, BlackRock, Inc.’s address is 50 Hudson Yards, New York, NY 10001, USA.
(4)	According to Schedule 13G Amendment No. 8 filed by The Vanguard Group on February 9, 2023. According to the Schedule 13G Amendment No. 8, The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355, USA.
(5)	Mr. Burrell’s address is P.O. Box 507, Stillwell, KS 66085.

(6)	Mr. Burrell’s beneficial ownership includes (i) 9,223,049 shares held in several Charitable Lead Annuity Trusts, over which shares Mr. Burrell has the sole voting and dispositive power; (ii) 7,849,847 shares held in several Grantor Retained Annuity Trusts established by Judith M. Burrell, over which shares Mr. Burrell has sole voting and dispositive power; (iii) 63,600 shares held in a revocable trust, over which shares Mr. Burrell has the sole voting and dispositive power; (iv) 639,034 shares held in a GRAT remainder trust established for Mr. Burrell’s benefit, over which shares Mr. Burrell shares voting and dispositive power with a third party co-trustee; (v) 394,478 shares held in one or more limited liability companies that are wholly-owned by a GRAT remainder trust established for Mr. Burrell’s benefit, over which shares Mr. Burrell has the sole voting and dispositive power; (vi) 266,400 shares held in several Grantor Retained Annuity Trusts established by Mr. Burrell, over which shares Mr. Burrell has the sole voting and dispositive power; and (vii) 1,700 shares held in a revocable trust established by Judith M. Burrell, over which shares Mr. Burrell shares voting and dispositive power. Mr. Burrell’s beneficial ownership also includes 1,501 shares that will be released to him within 60 days of April 12, 2024 upon vesting of restricted stock unit awards.
(7)	Mr. Hartnett’s beneficial ownership includes 1,501 shares that will be released to him within 60 days of April 12, 2024 upon vesting of restricted stock unit awards.
(8)	Dr. Kao’s beneficial ownership includes (i) 6,316,253 shares held by the M&F Trust 10/17/19, over which Dr. Kao has shared voting and dispositive power; (ii) 12,104,539 shares held by revocable trusts established by Dr. Kao’s children, over which Dr. Kao has shared voting and dispositive power; and (iii) 318,518 shares 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.
(9)	Ms. Lewis’s beneficial ownership includes 1,501 shares that will be released to her within 60 days of April 12, 2024 upon vesting of restricted stock unit awards.
(10)	Mr. Peffer’s shares voting and dispositive power over these shares with his spouse. Mr. Peffer’s beneficial ownership includes 1,501 shares that will be released to him within 60 days of April 12, 2024 upon vesting of restricted stock unit awards.
(11)	Of these shares, 255 shares are held by a child of Mr. Pemble who shares the same household.
(12)	The number includes 6,004 shares that will be released upon vesting of restricted stock unit awards within 60 days of April 12, 2024. Individuals in the group have disclaimed beneficial ownership as to a total of 318,518 of the shares listed.

Proposed Appropriation of Available Earnings
Balance brought forward from previous years	$	1,158,941,000
Cancellation of repurchased shares	$	(210,136,000)
Net (loss) income for the period (on a stand-alone unconsolidated basis)	$	(323,393,000)
Total available to the general meeting	$	625,412,000
Resolution proposed by the Board of Directors: - RESOLVED, that the available earnings of $625,412,000 shall be carried forward.

Dividend Payment Date	Record Date	$ Per Share
June 28, 2024	June 17, 2024	$	0.75
September 27, 2024	September 13, 2024	$	0.75
December 27, 2024	December 13, 2024	$	0.75
March 28, 2025	March 14, 2025	$	0.75

Reserve from Capital Contribution as per December 30, 2023	$	4,099,733,000
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 $3.00 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 $646,405,000³be allocated to dividend reserves from capital contribution (the “Dividend Reserve”) from the reserve from capital contribution in order to pay such dividend of $3.00 per outstanding share (assuming a total of 195,880,428 shares⁴eligible to receive the dividend); and further	$	(646,405,000	)
• 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 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	$	3,453,328,000

Name⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽²⁾		Total ($)
Jonathan Burrell	$	90,000	$	153,943	$	243,943
Joseph Hartnett	$	90,000	$	153,943	$	243,943
Catherine Lewis	$	85,000	$	153,843	$	238,943
Charles Peffer	$	95,000	$	153,943	$	248,943

Notice of Annual General Meeting of Shareholders

Garmin’s Mission Statement, Vision and Values

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

Proposals

Shareholders Entitled to Exercise Voting Rights

Solicitation of Proxies

Voting

Broker Non-Votes

How Shareholders Vote

Shares of Record

Shares Held Under the Garmin International, Inc. Retirement Plan

Shares Held Through a Broker or Other Nominee

Revoking Proxy Authorizations or Instructions

Attendance and Voting in Person at the Annual Meeting

Webcast of the Annual Meeting

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSAL ONE Approval of Garmin’s 2023 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 30, 2023 and the statutory financial statements of Garmin for the fiscal year ended December 30, 2023

PROPOSAL TWO Appropriation of available earnings

PROPOSAL THREE Payment of a cash dividend in the aggregate amount of $3.00 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 30, 2023

PROPOSAL FIVE Re-election of five directors and election of one new director

Director Independence

Board Meetings and Standing Committee Meetings

Meetings

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Board Leadership Structure and Role in Risk Oversight

Compensation and Risk

Communications with Directors

Compensation Committee Interlocks and Insider Participation

Certain Relationships and Related Party Transactions

Non-Management Director Compensation

2023 Non-Management Director Compensation

PROPOSAL SIX Re-election of the Chairman

PROPOSAL SEVEN Re-election of three Compensation Committee members and election of one new member

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 28, 2024 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term

SEC Form DEF 14A filed by Garmin Ltd.