GARMIN LTD. (NASDAQ:GRMN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders.
On June 9, 2017, Garmin Ltd. (Garmin) held its annual general
meeting of shareholders.At the annual general meeting, the
shareholders: (i) approved Garmins 2016 Annual Report, including
the consolidated financial statements of Garmin for the fiscal
year ended December 31, 2016 and the statutory financial
statements of Garmin for the fiscal year ended December 31, 2016;
(ii) approved the appropriation of available earnings; (iii)
approved the payment of a cash dividend in the aggregate amount
of $2.04 per share out of Garmins reserve from capital
contribution in four equal installments; (iv)discharged the
members of Garmins Board of Directors and the members of
Executive Management from liability for the fiscal year ended
December 31, 2016; (v) re-elected Donald H. Eller, Joseph, J.
Hartnett, Min H. Kao, Charles W. Peffer, Clifton A. Pemble and
Rebecca R. Tilden as directors of Garmin for a term extending
until completion of the 2018 annual general meeting of
shareholders; (vi) re-elected Min H. Kao as Executive Chairman of
the Board of Directors for a term extending until completion of
the 2018 annual general meeting of shareholders; (vii) re-elected
Donald H. Eller, Joseph, J. Hartnett, Charles W. Peffer and
Rebecca R. Tilden as members of Garmins Compensation Committee
for a term extending until completion of the 2018 annual general
meeting of shareholders; (viii) re-elected the law firm of Reiss
Preuss LLP as Independent Proxy for a term extending until
completion of the 2018 annual general meeting of shareholders;
(ix) ratified the appointment of Ernst Young LLP as Garmins
Independent Registered Public Accounting Firm for the 2017 fiscal
year and re-elected Ernst Young Ltd. as Garmins statutory auditor
for another one-year term; (x) approved a binding vote to approve
the Fiscal Year 2018 maximum aggregate compensation for Garmins
Executive Management; (xi) approved a binding vote to approve the
maximum aggregate compensation for Garmins Board of Directors for
the period between the 2017 Annual General Meeting and the 2018
Annual General Meeting; (xii) approved an advisory resolution
approving the compensation of Garmins Named Executive Officers,
as disclosed in Garmins proxy statement for the 2017 annual
general meeting of shareholders to the executive compensation
disclosure rules promulgated by the Securities and Exchange
Commission; and (xiii) approved an advisory resolution to
consider and cast an advisory vote on the compensation of Garmins
Named Executive Officers every one year.
The tabulation of votes with respect to the re-election of six
directors was as follows:
| For | Against | Abstain | Not Voted | |||||||||||||
| Donald H. Eller | 136,708,490 | 4,178,193 | 147,270 | 19,746,495 | ||||||||||||
| Joseph H. Hartnett | 140,624,659 | 289,011 | 120,283 | 19,746,495 | ||||||||||||
| Min H. Kao | 140,210,729 | 714,976 | 108,248 | 19,746,495 | ||||||||||||
| Charles W. Peffer | 139,424,619 | 1,490,878 | 118,456 | 19,746,495 | ||||||||||||
| Clifton A. Pemble | 140,484,002 | 443,243 | 106,708 | 19,746,495 | ||||||||||||
| Rebecca R. Tilden | 140,619,439 | 293,337 | 121,177 | 19,746,495 | ||||||||||||
The tabulation of votes with respect to the re-election of four
members of the Compensation Committee was as follows:
| For | Against | Abstain | Not Voted | |||||||||||||
| Donald H. Eller | 134,771,741 | 6,105,015 | 157,197 | 19,746,495 | ||||||||||||
| Joseph H. Hartnett | 140,648,204 | 257,150 | 128,599 | 19,746,495 | ||||||||||||
| Charles W. Peffer | 139,531,714 | 1,372,416 | 129,823 | 19,746,495 | ||||||||||||
| Rebecca R. Tilden | 140,653,495 | 253,257 | 127,201 | 19,746,495 | ||||||||||||
The shareholders approved Garmins 2016 Annual Report, including
the consolidated financial statements for the fiscal year ended
December 31, 2016 and the statutory financial statements for the
fiscal year ended December 31, 2016. The tabulation of votes on
this matter was as follows: 160,278,288 votes for; 113,526 votes
against; 388,634 abstentions; and 0 non-votes.
The shareholders approved the appropriation of available
earnings. The tabulation of votes on this matter was as follows:
160,225,667 votes for; 122,986 votes against; 431,795
abstentions; and 0 non-votes.
The shareholders approved the payment of a cash dividend in the
aggregate amount of $2.04 per share out of Garmins reserve from
capital contribution in four equal installments. The tabulation
of votes on this matter was as follows: 160,560,549 votes for;
53,086 votes against; 166,813 abstentions; and 0 non-votes.
The shareholders discharged the members of Garmins Board of
Directors and the members of Garmins Executive Management from
liability for the fiscal year ended December 31, 2016. The
tabulation of votes on this matter was as follows: 148,907,652
votes for; 1,834,081 votes against; 10,038,715 abstentions; and 0
non-votes.
The shareholders re-elected Min H. Kao as Executive Chairman of
the Board of Directors for a term extending until completion of
the 2018 annual general meeting of shareholders. The tabulation
of votes on this matter was as follows: 134,576,397 votes for;
6,352,072 votes against; 105,484 abstentions; and 19,746,495
non-votes.
The shareholders re-elected the law firm of Reiss Preuss LLP as
Independent Proxy for a term extending until completion of the
2018 annual general meeting of shareholders. The tabulation of
votes on this matter was as follows: 160,308,052 votes for;
244,170 votes against; 228,226 abstentions; and 0 non-votes.
The shareholders ratified the appointment of Ernst Young LLP as
Garmins Independent Registered Public Accounting Firm for the
2017 fiscal year and elected Ernst Young Ltd. as Garmins
statutory auditor for another one-year term. The tabulation of
votes on this matter was as follows: 159,807,285 votes for;
768,179 votes against; 204,984 abstentions; and 0 non-votes.
The shareholders approved a binding vote to approve the Fiscal
Year 2018 maximum aggregate compensation for Garmins Executive
Management. The tabulation of votes on this matter was as
follows: 140,275,819 votes for; 366,341 votes against; 391,793
abstentions; and 19,746,495 non-votes.
The shareholders approved a binding vote to approve the maximum
aggregate compensation for Garmins Board of Directors for the
period between the 2017 Annual General Meeting and the 2018
Annual General Meeting. The tabulation of votes on this matter
was as follows: 140,403,778 votes for; 286,518 votes against;
343,657 abstentions; and 19,746,495 non-votes.
The shareholders approved an advisory resolution approving the
compensation of Garmins Named Executive Officers, as disclosed in
Garmins proxy statement for the 2017 annual general meeting of
shareholders to the executive compensation disclosure rules
promulgated by the Securities and Exchange Commission. The
tabulation of votes on this matter was as follows: 138,614,126
votes for; 2,219,079 votes against; 200,748 abstentions; and
19,746,495 non-votes.
The shareholders approved an advisory resolution to consider and
cast an advisory vote on the compensation of Garmins Named
Executive Officers every one year. The tabulation of votes on
this matter was as follows: 132,321,284 votes for one year;
94,245 votes for two years; 8,480,964 votes for three years;
137,460 abstentions; and 19,746,495 non-votes.
Item 8.01. Other Events
On June 9, 2017, Garmin issued a press release, a copy of which
is attached hereto as Exhibit No. 99.1 and incorporated by
reference herein, announcing that its shareholders have approved
a cash dividend in the amount of $2.04 per share out of Garmins
reserve from capital contribution payable in four equal
installments on dates to be determined by the Board of Directors
in its discretion. The Board has determined that the first
installment of $0.51 will be payable on June 30, 2017 to
shareholders of record on June 19, 2017. The Board currently
expects that the dividend payment and record dates for the
remaining three installments will be as follows: $0.51 on
September 29, 2017 to shareholders of record on September 15,
2017, $0.51 on December 29, 2017 to shareholders of record on
December 15, 2017 and $0.51 on March 30, 2018 to shareholders of
record on March 15, 2018.
Item 9.01. Financial Statements and Exhibits
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. The following exhibits are furnished herewith. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 9, 2017 (furnished to Item 8.01) |
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| GARMIN LTD. | |
| Date:June 12, 2017 | /s/ Andrew R. Etkind |
| Andrew R. Etkind | |
| Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 9, 2017 (furnished |
About GARMIN LTD. (NASDAQ:GRMN)
Garmin Ltd. (Garmin) and subsidiaries offer global positioning system (GPS) navigation and wireless devices and applications. Garmin designs, develops, manufactures, markets and distributes a family of hand-held, wearable, portable and fixed-mount GPS-enabled products and other navigation, communications, sensor-based and information products. It operates through five business segments: marine, outdoor, fitness, auto and aviation. Garmin offers a range of auto navigation products, as well as a range of products and applications designed for the mobile GPS market. It offers products designed for use in outdoor activities. It offers products designed for use in fitness and activity tracking. It offers a range of products designed for use in the recreational marine industry. It offers products designed for use in the recreational marine industry. Its aviation product line includes GPS-enabled navigation and very high frequency (VHF) communications transmitters/receivers.