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PRE 14ASEC Filing

Garmin Proposes $4.20 Per Share Dividend at Annual Meeting

GRMN
April 10, 2026 at 12:00 AM

🧾 What This Document Is

This is Garmin's PRE 14A, a preliminary proxy statement. Think of it as the company's official invitation and agenda for its upcoming Annual General Meeting of Shareholders, scheduled for Friday, June 5, 2026. The purpose is to give shareholders the information they need to vote on important company matters.

👉 Why it matters: As a shareholder, this document tells you what decisions need to be made, who is being proposed for the board, how executives are paid, and what the company's financial performance was. Your vote on these items shapes the company's direction.

🏢 What The Company Does

👉 In simple terms, Garmin makes GPS and wearable tech for your wrist, your car, your boat, your plane, and the great outdoors. They are a leader in navigation and fitness devices across five main areas: Fitness, Outdoor, Aviation, Marine, and Auto OEM.

🚀 Key Moves: What's On the Ballot

The big event is the Annual Meeting, where shareholders will vote on 14 proposals. Here are the most significant ones:

  1. Dividend Payment (Proposal 3): The Board proposes paying a cash dividend of $4.20 per share. This will be paid in four equal installments from a special reserve.

    • 💡 Why it matters: This is direct cash returned to you as a shareholder. The four-installment plan is a specific structure worth noting.

  2. Director Elections (Proposals 5-7): All six current directors are up for re-election, including Executive Chairman Min H. Kao (co-founder) and President & CEO Clifton A. Pemble. Four board committees are also being reconstituted.

  3. Binding Pay Votes (Proposals 13 & 14): In a Swiss-law requirement, shareholders must vote on binding maximum compensation caps:

    • $19 million for the Executive Management (CEO, CFO, co-COOs) for 2027.
    • $1.8 million for the Board of Directors for the coming year.

  4. Executive Pay Approval (Proposal 10): An advisory (non-binding) vote to approve the 2025 compensation of the Named Executive Officers.

📦 Financial Highlights & Performance

Garmin reported record results for 2025:

  • Record Revenue: $7.25 billion (up 15% year-over-year).
  • Record Operating Income: $1.88 billion (up 18%).
  • Record Unit Shipments: Over 20 million devices sold.

👉 The takeaway: The company had an exceptionally strong year, with all business segments posting record revenue. This strong performance forms the backdrop for the dividend and compensation decisions.

👥 Board & Governance

Garmin has a six-member Board, with a clear separation of the Chairman (Dr. Kao) and CEO (Mr. Pemble). The board structure and governance practices are highlighted:

  • Independence: Four of the six director nominees are considered independent.
  • Committees: Key committees (Audit, Compensation, Nominating) are composed solely of independent directors.
  • Overboarding Policy: The company's articles limit how many other public company boards a director can serve on.
  • Annual Elections: All directors are elected each year for a one-year term.

💼 Executive Compensation

The filing details how the top executives are paid, emphasizing a philosophy of internal equity and external competitiveness.

  • Structure: Compensation is a mix of base salary, annual incentives, and long-term equity awards (which make up the majority of pay). The equity awards are a mix of time-based and performance-based units.
  • Performance Link: A significant portion of pay is tied to Garmin's financial results and stock performance, aligning executives with shareholder interests.
  • 2025 "Say on Pay": Last year's advisory vote on executive pay received over 94% support from shareholders.
  • Key NEOs: The Named Executive Officers for 2025 were CEO Clifton Pemble, CFO Douglas Boessen, co-COOs Patrick Desbois and Bradley Trenkle, and Aviation head Philip Straub.

🧠 The Analogy

Think of this proxy statement as the annual report card and town hall agenda for a publicly-traded company. You, as a shareholder (part-owner), are being asked to review last year's performance (strong grades!), approve the "family budget" (the dividend), and re-appoint the school board and principal (the directors and CEO). You're also setting their salary limits and giving them a pat on the back (or not) for how they paid themselves.

🧩 Final Takeaway

Garmin had a record-breaking 2025, and is returning cash to shareholders via a $4.20 per share dividend paid in four parts. The key votes will re-elect the entire board (including the founder and CEO), set binding compensation caps for leadership as required by Swiss law, and ratify the company's auditors. The strong shareholder support for last year's pay plan suggests continued confidence in management.