GARMIN LTD. - DEF 14A

DEF 14A 1 lgrmn2021_def14a.htm GARMIN LTD - DEF 14A GARMIN LTD. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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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 4, 2021

To the Shareholders of Garmin Ltd.:

The 2021 Annual General Meeting (the “Annual Meeting”) of Shareholders of Garmin Ltd., a Swiss company (“Garmin” or the “Company”), will be held at 5:00 p.m. Central European Summer Time (10:00 a.m., U.S. Central Daylight Time) on Friday, June 4, 2021. Due to the extraordinary situation in connection with the COVID-19 (coronavirus) pandemic, our Annual Meeting cannot take place in the usual format. 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 greatly 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

Approval of Garmin’s 2020 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020 and the statutory financial statements of Garmin for the fiscal year ended December 26, 2020

The Board of Directors proposes to the Annual Meeting to approve Garmin’s 2020 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020 and Garmin’s statutory financial statements for the fiscal year ended December 26, 2020.

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	64,601,000
Net loss for the period (on a stand-alone unconsolidated basis):	CHF	(11,261,000)
Total available for the general meeting:	CHF	53,340,000
*Resolution proposed by the Board of Directors:*
- RESOLVED, that the available earnings of CHF 53,340,000 shall be carried forward.

GARMIN LTD. - 2021 Proxy Statement

Approval of the payment of a cash dividend in the aggregate amount of U.S. $2.68 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. $2.68 per outstanding share as follows:

Reserve from Capital Contribution as per December 26, 2020	CHF 5,213,919,000
*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. $2.68 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 637,025,000³be 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. $2.68 per outstanding share (assuming a total of 198,077,418 shares⁴eligible to receive the dividend); and further	CHF (637,025,000)
• 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 4,576,894,000

	(1)	In no event will the dividend payment exceed a total of U.S. $2.68 per share.
	(2)	The announcements will not be published in the Swiss Official Gazette of Commerce.
	(3)	Based on the currency conversion rate of 0.8889 as of December 26, 2020, with a total of 198,077,418 shares eligible for payout (based on the number of shares issued as at December 26, 2020), the aggregate Dividend Reserve would be CHF 637,025,000. The amount of the Dividend Reserve, calculated on the basis of the Company’s issued shares as at December 26, 2020, 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 26, 2020. 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 26, 2020

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 26, 2020.

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 2022 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 25, 2021 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 25, 2021 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 2022 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 2022 in an amount not to exceed U.S $6,100,000.

GARMIN LTD. - 2021 Proxy Statement

12.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2021 Annual General Meeting and the 2022 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 2021 Annual General Meeting and the 2022 Annual General Meeting in an amount not to exceed U.S. $1,600,000.

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 9, 2021. 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 25, 2021. Shareholders registered in Garmin’s share register with voting rights as of the close of business, U.S. Eastern Time, on May 25, 2021 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 9, 2021 and to participants in the Garmin International, Inc. Retirement Plan (the “Retirement Plan”) with a beneficial interest in our shares as of April 9, 2021, 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 25, 2021. 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 26, 2020 which contains the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020, the Swiss statutory financial statements of Garmin for the fiscal year ended December 26, 2020, and the Auditor’s Reports for Fiscal Year 2020, 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 2020, for physical inspection by the shareholders at Garmin’s registered office at Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland, as of May 14, 2021. Copies of the Annual Report on Form 10-K for the fiscal year ended December 26, 2020, the Swiss statutory financial statements of Garmin for the fiscal year ended December 26, 2020, 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 21, 2021

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 4, 2021

This Proxy Statement and Garmin’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020, are available at http://materials.proxyvote.com/H2906T

GARMIN LTD. - 2021 Proxy Statement

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 2020 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020 and the statutory financial statements of Garmin for the fiscal year ended December 26, 2020	15

PROPOSAL TWO	Appropriation of available earnings	16

PROPOSAL THREE	Payment of a cash dividend in the aggregate amount of U.S. $2.68 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 26, 2020	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 25, 2021 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 2022 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 2021 Annual General Meeting and the 2022 Annual General Meeting	32

AUDIT MATTERS		33

Report of Audit Committee		33

Independent Registered Public Accounting Firm Fees		33

EXECUTIVE COMPENSATION MATTERS		34

EXECUTIVE COMPENSATION TABLE		41

SHAREHOLDER PROPOSALS		45

HOUSEHOLDING OF ANNUAL MEETING MATERIALS FOR BROKER CUSTOMERS		46

DELINQUENT SECTION 16(a) REPORTS		46

OTHER MATTERS		46

1.	Approval of Garmin’s 2020 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020 and the statutory financial statements of Garmin for the fiscal year ended December 26, 2020;
2.	Approval of the appropriation of available earnings;
3.	Approval of the payment of a cash dividend in the aggregate amount of U.S. $2.68 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 26, 2020;
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 25, 2021 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 2022 maximum aggregate compensation for the Executive Management; and
12.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2021 Annual General Meeting and the 2022 Annual General Meeting.

•	Proposal No. 4 (discharge of the members of the Board and Executive Management from liability for the fiscal year ended December 26, 2020);
•	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 2022 maximum aggregate compensation for the Executive Management); and
•	Proposal No. 12 (binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2021 Annual Meeting and the 2022 Annual Meeting).

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class⁽²⁾
Douglas G. Boessen
CFO and Treasurer		21,999			*
Jonathan Burrell⁽³⁾
Shareholder and Director		21,902,114	⁽⁴⁾		11.40	%
Patrick Desbois
Executive Vice President, Operations		25,563			*
Andrew R. Etkind
Vice President, General Counsel and Corporate Secretary		52,855			*
Joseph J. Hartnett
Shareholder and Director		17,289	⁽⁵⁾		*
Min H. Kao, Ph.D.
Director and Executive Chairman		18,894,860	⁽⁶⁾		9.83	%
Catherine A. Lewis
Director		3,097	⁽⁷⁾		*
Charles W. Peffer
Director		26,239	⁽⁸⁾		*
Clifton A. Pemble
Director, President and CEO		104,721	⁽⁹⁾		*
Philip I. Straub
Executive Vice President - Managing Director, Aviation		57,702.5			*
BlackRock, Inc.⁽¹⁰⁾
Institutional Shareholder		13,208,414			6.87	%
The Vanguard Group⁽¹¹⁾
Institutional Shareholder		16,265,189			8.47	%
Directors and Executive Officers as a Group (10 persons)		41,106,439.5	⁽¹²⁾		21.39	%

*	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 9, 2021 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 9, 2021 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 9, 2021 (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) 1,468,151 shares held in a revocable trust established by his mother, over which Mr. Burrell shares voting and dispositive power; (ii) 8,948,049 shares held in several charitable lead annuity trusts, over which Mr. Burrell has sole voting and dispositive power; (iii) 11,119,020 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) 331,636 shares held in a GRAT remainder trust established for Mr. Burrell’s benefit, over which Mr. Burrell shares voting and dispositive power; and (vi) 2,459 shares that will be released to him within 60 days of April 9, 2021 upon vesting of restricted stock unit awards.
(5)	Mr. Hartnett’s beneficial ownership includes 2,459 shares that will be released to him within 60 days of April 9, 2021 upon vesting of restricted stock unit awards.

(6)	Of the 18,894,860 shares, (i) 6,430,753 shares are held by the M&F Trust 10/17/19, over which Dr. Kao has shared voting and dispositive power; (ii) 12,282,539 shares are held by revocable trusts established by Dr. Kao’s children, over which Dr. Kao has shared voting and dispositive power; and (iii) 181,568 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 1,594 shares that will be released to her within 60 days of April 9, 2021 upon vesting of restricted stock unit awards.
(8)	Mr. Peffer’s beneficial ownership includes 2,459 shares that will be released to him within 60 days of April 9, 2021 upon vesting of restricted stock unit awards.
(9)	Of the 104,721 shares, 255 shares are held by a child of Mr. Pemble who shares the same household.
(10)	According to Schedule 13G Amendment No. 5 filed by BlackRock, Inc. on January 29, 2021. According to the Schedule 13G Amendment No. 5, BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055, USA.
(11)	According to Schedule 13G Amendment No. 5 filed by The Vanguard Group on February 10, 2021. According to the Schedule 13G Amendment No. 5, The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355, USA.
(12)	The number includes 8,971 shares that will be released upon vesting of restricted stock unit awards within 60 days of April 9, 2021. Individuals in the group have disclaimed beneficial ownership as to a total of 181,568 of the shares listed.

Dividend Date	Record Date	$	Per Share
June 30, 2021	June 15, 2021	$	0.67
September 30, 2021	September 15, 2021	$	0.67
December 31, 2021	December 15, 2021	$	0.67
March 31, 2022	March 15, 2022	$	0.67

Reserve from Capital Contribution as per December 26, 2020	CHF	5,213,919,000
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. $2.68 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 637,025,000³be 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. $2.68 per outstanding share (assuming a total of 198,077,418 shares⁴eligible to receive the dividend); and further	CHF	(637,025,000)
• 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	4,576,894,000

	Jonathan C. Burrell	Joseph J. Hartnett	Min H. Kao	Catherine A. Lewis	Charles W. Peffer	Clifton A. Pemble
Executive Leadership Experience
Audit Committee Financial Expert
Global Tax Compliance
Risk and Compliance Oversight
Corporate Governance
Cybersecurity and Information Technology Oversight
Other Public Company Board Experience
Global Operations
Technology Product Design and Development
Product Manufacturing
Mergers and Acquisitions

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	$	149,979	$	-	$	-	$	-	$	-	$	239,979
Joseph Hartnett	$	90,000	$	149,979	$	-	$	-	$	-	$	-	$	239,979
Catherine Lewis	$	85,000	$	149,979	$	-	$	-	$	-	$	-	$	234,979
Charles Peffer	$	95,000	$	149,979	$	-	$	-	$	-	$	-	$	244,979

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	$	2,024,072	⁽¹⁾
Stock compensation (assuming vesting of all performance based RSUs at 100% of target)	$	3,500,000	⁽²⁾
All other compensation and contingencies	$	572,928
TOTAL	$	6,100,000

Board retainer fees	$	360,000
Stock compensation	$	600,000
Executive Chairman compensation	$	385,536	⁽¹⁾
All other compensation and contingencies	$	254,464
TOTAL	$	1,600,000

(U.S. Dollars listed in thousands)	2020		2019
Audit Fees	$	3,189	$	3,192
Audit Related Fees		-		-
Tax Fees^(a)(b)		50		-
All Other Fees^(a)(c)		10		7
TOTAL	$	3,249	$	3,199

(a)	The Audit Committee has concluded that the provision of these services is compatible with maintaining the independence of Ernst & Young.
(b)	Tax Fees in 2020 consisted of tax consulting services.
(c)	All Other Fees consisted of online subscription fees in 2020 and 2019.

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.

•	Record consolidated revenue of $4.19 billion, an 11% increase over 2019.
•	Gross margin and operating margin of 59.3% and 25.2%, respectively.
•	Record operating income of $1.05 billion, an 11% increase over 2019.
•	Fifth consecutive year of revenue and operating income growth.
•	Received numerous awards for innovation, supplier performance, and customer service.

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Name	2018		2019		2020
Dr. Kao	$	350,000	$	350,000	$	350,000
Mr. Pemble	$	900,000	$	1,000,000	$	1,050,000
Mr. Boessen	$	593,000	$	615,000	$	635,000
Mr. Etkind	$	600,000	$	625,000	$	645,000
Mr. Straub	$	600,000	$	650,000	$	680,000
Mr. Desbois	$	500,000	$	550,000	$	575,000

Name	2018		2019		2020
Mr. Pemble	$	1,000,065	$	1,119,958	$	1,349,902
Mr. Boessen	$	224,946	$	274,874	$	300,169
Mr. Etkind	$	250,062	$	250,038	$	275,126
Mr. Straub	$	499,941	$	524,912	$	539,961
Mr. Desbois	$	299,928	$	375,057	$	434,987

Name & Principal Position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		SARs/Option Awards ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)
Min H. Kao		2018	$	350,000	$	307	$	0	$	0	$	32,382	$	382,689
Executive Chairman		2019	$	350,000	$	307	$	0	$	0	$	33,007	$	383,314
		2020	$	350,000	$	307	$	0	$	0	$	33,879	$	384,186
Clifton A. Pemble		2018	$	900,000	$	307	$	2,000,122	$	0	$	32,491	$	2,932,920
President & Chief Executive Officer		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
Douglas G. Boessen		2018	$	593,000	$	307	$	524,912	$	0	$	32,491	$	1,150,710
Chief Financial Officer & Treasurer		2019	$	615,000	$	1,014	$	599,950	$	0	$	33,116	$	1,249,080
Chief Financial Officer & Treasurer		2020	$	635,000	$	307	$	675,233	$	0	$	34,116	$	1,344,656
Andrew R. Etkind		2018	$	600,000	$	2,324	$	575,026	$	0	$	390,797	$	1,568,147
Vice President, General		2019	$	625,000	$	302	$	600,156	$	0	$	396,903	$	1,622,361
Counsel & Secretary		2020	$	645,000	$	319	$	625,239	$	0	$	371,416	$	1,641,974
Philip I. Straub		2018	$	600,000	$	3,846	$	1,099,874	$	0	$	27,991	$	1,731,711
Executive Vice President,		2019	$	650,000	$	307	$	1,124,978	$	0	$	28,616	$	1,803,901
Managing Director-Aviation		2020	$	680,000	$	307	$	1,165,068	$	0	$	34,116	$	1,879,491
Patrick G. Desbois		2018	$	500,000	$	307	$	699,883	$	0	$	32,491	$	1,232,681
Executive Vice President,		2019	$	550,000	$	307	$	775,021	$	0	$	33,116	$	1,358,444
Operations		2020	$	575,000	$	307	$	909,859	$	0	$	34,116	$	1,519,282

(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 2020, Garmin’s Named Executive Officers, including the Executive Chairman and the Chief Executive Officer, each received a $307 annual holiday cash bonus.
(2)	This column shows the grant date fair value with respect to the PC-RSUs and RSUs granted in 2018, 2019 and 2020. See the Grants of Plan-Based Awards table for information on awards made in 2020.
(3)	This column shows the grant date fair value with respect to the SARs and stock options granted in 2018, 2019 and 2020. There were no SARs or stock options granted in 2020.
(4)	All Other Compensation for each of the Named Executives for 2018, 2019 and 2020 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 2020, for each Named Executive Officer except Mr. Etkind $14,250 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 2020 includes $332,653 cost of living adjustment, $24,388 Swiss pension plan contribution, $12,251 automobile allowance, and $2,124 tax equalization payment. All Other Compensation for 2018, 2019 and 2020 includes for all Named Executives premiums on life insurance.

		Estimated Future Payouts			Estimated Future Payouts						All Other		All Other
		Under Non-Equity Incentive			Under Equity Incentive Plan						Stock		Option	Exercise
		Plan Awards			Awards⁽¹⁾						Awards:		Awards:	or Base	Closing		Grant Date
											Number of		Number of	Price of	Market		Fair Value
											Shares of		Securities	Option	Price on		of Stock
		Threshold	Target	Maximum	Threshold		Target		Maximum		Stock or		Underlying	Awards	Grant		and Option
Name	Grant Date	($)	($)	($)	(#)		(#)		(#)		Units (#)⁽²⁾		Options (#)	($/Sh)	Date		Awards⁽³⁾
Min H. Kao

Clifton A. Pemble	12/15/2020											11,805			$	114.35	$	1,349,902
Clifton A. Pemble	2/25/2020					7,139		14,277		21,416					$	87.55	$	1,249,951
Douglas G. Boessen	12/15/2020											2,625			$	114.35	$	300,169
Douglas G. Boessen	2/25/2020					2,142		4,284		6,426					$	87.55	$	375,064
Andrew R. Etkind	12/15/2020											2,406			$	114.35	$	275,126
Andrew R. Etkind	2/25/2020					2,000		3,999		5,999					$	87.55	$	350,112
Philip Straub	12/15/2020											4,722			$	114.35	$	539,961
Philip Straub	2/25/2020					3,570		7,140		10,710					$	87.55	$	625,107
Patrick Desbois	12/15/2020											3,804			$	114.35	$	434,987
Patrick Desbois	2/25/2020					2,712		5,424		8,136					$	87.55	$	474,871

(1)	Awards made in the form of time-based and performance-based restricted stock units (PC-RSUs) on February 25, 2020.
(2)	Awards made in the form of restricted stock units (RSUs) on December 15, 2020.
(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. The grant date fair value of PC-RSUs at 150% of Target (Maximum) is $1,874,927, $562,596, $525,169, $937,661 and $712,307, 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 Nasdaq Stock Market on the date of grant, 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 2020 grants, refer to Note 9 of Garmin’s financial statements in the Form 10-K for the fiscal year ended December 26, 2020, as filed with the SEC.

	Option Awards											Stock Awards
																Equity
																Incentive
												Number				Plan
						Equity						of				Awards:
						Incentive						Shares				Number of			Equity Incentive
						Plan Awards:						or Units		Market		Unearned			Plan Awards:
	Number of			Number of		Number of						of Stock		Value of		Shares,			Market or Payout
	Securities			Securities		Securities						That		Shares or		Units or			Value of Unearned
	Underlying			Underlying		Underlying		Option		Option		Have		Units of		Other Rights			Shares, Units or
	Unexercised			Unexercised		Unexercised		/ SAR		/ SAR		Not		Stock That		That Have			Other Rights That
	Options (#)			Options (#)		Unearned		Exercise		Expiration		Vested		Have Not		Not Vested			Have Not Vested
Name	Exercisable			Unexercisable		Options (#)		Price ($)		Date		(#)		Vested ($)		(#)			($)⁽⁴⁾
Min H. Kao		-			-		-		-		-		-		-		-			-
Clifton A.		-			-		-		-		-		-		-		5,455	⁽²⁾	$	655,746
Pemble		-			-		-		-		-		-		-		8,600	⁽²⁾	$	1,033,806
		-			-		-		-		-		-		-		11,805	⁽²⁾	$	1,419,079
		-			-		-		-		-		-		-		5,921	⁽³⁾	$	711,763
		-			-		-		-		-		-		-		8,386	⁽³⁾	$	1,008,081
		-			-		-		-		-		-		-		14,277	⁽³⁾	$	1,716,238
Douglas G.		12,680	⁽¹⁾		-		-	$	52.44		12/15/24		-		-		1,227	⁽²⁾	$	147,498
Boessen		-			-		-		-		-		-		-		1,970	⁽²⁾	$	236,814
		-			-		-		-		-		-		-		2,625	⁽²⁾	$	315,551
		-			-		-		-		-		-		-		1,776	⁽³⁾	$	213,493
		-			-		-		-		-		-		-		2,726	⁽³⁾	$	327,692
		-			-		-		-		-		-		-		4,284	⁽³⁾	$	514,980
Andrew R.		-			-		-		-		-		-		-		1,364	⁽²⁾	$	163,966
Etkind		-			-		-		-		-		-		-		1,792	⁽²⁾	$	215,416
		-			-		-		-		-		-		-		2,406	⁽²⁾	$	289,225
		-			-		-		-		-		-		-		1,924	⁽³⁾	$	231,284
		-			-		-		-		-		-		-		2,936	⁽³⁾	$	352,937
		-			-		-		-		-		-		-		3,999	⁽³⁾	$	480,720
Philip I.		-			-		-		-		-		-		-		2,727	⁽²⁾	$	327,813
Straub		-			-		-		-		-		-		-		3,762	⁽²⁾	$	452,230
		-			-		-		-		-		-		-		4,722	⁽²⁾	$	567,632
		-			-		-		-		-		-		-		3,552	⁽³⁾	$	426,986
		-			-		-		-		-		-		-		5,032	⁽³⁾	$	604,897
		-			-		-		-		-		-		-		7,140	⁽³⁾	$	858,299
Patrick G.		-			-		-		-		-		-		-		1,636	⁽²⁾	$	196,664
Desbois		-			-		-		-		-		-		-		2,688	⁽²⁾	$	323,124
		-			-		-		-		-		-		-		3,804	⁽²⁾	$	457,279
		-			-		-		-		-		-		-		2,368	⁽³⁾	$	284,657
		-			-		-		-		-		-		-		3,354	⁽³⁾	$	403,184
		-			-		-		-		-		-		-		5,424	⁽³⁾	$	652,019

(1)	Represents stock appreciation rights.
(2)	Represents restricted stock units.
(3)	Represents time-based and performance-based vesting restricted stock units.
(4)	Determined by multiplying the number of unearned shares by $120.21, which was the closing price of Garmin shares on The Nasdaq Stock Market on December 24, 2020.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Min H. Kao		0	$	0		0	$	0
Clifton A. Pemble		53,661	$	2,672,784		30,477	$	3,218,994
Douglas G. Boessen		0	$	0		7,935	$	823,472
Andrew R. Etkind		0	$	0		8,457	$	876,961
Philip I. Straub		0	$	0		15,267	$	1,613,111
Patrick G. Desbois		0	$	0		10,085	$	1,050,474

Estimated Current Value of Potential Post-Employment Benefits⁽¹⁾
											Involuntary
											Termination within
											12 months of
Name	Voluntary		For Cause		Death		Disability		Without Cause		Change in Control
Min H. Kao	$	-	$	-	$	-	$	-	$	-	$	-
Clifton A. Pemble	$	-	$	-	$	6,544,713	$	6,544,713	$	-	$	6,544,713
Douglas G. Boessen	$	-	$	-	$	1,756,028	$	1,756,028	$	-	$	1,756,028
Andrew R. Etkind	$	-	$	-	$	1,733,548	$	1,733,548	$	-	$	1,733,548
Philip I. Straub	$	-	$	-	$	3,237,856	$	3,237,856	$	-	$	3,237,856
Patrick G. Desbois	$	-	$	-	$	2,316,928	$	2,316,928	$	-	$	2,316,928

SEC Form DEF 14A filed by Garmin Ltd.