📜 What This Document Is 🧐

This is a definitive Proxy Statement (Form DEF 14A). Think of this document as the annual roadmap for the company's Shareholders' meeting. It doesn't contain financial results itself, but rather lays out every single topic the Board of Directors wants you to vote on, from approving last year's financials to electing the board members.

The purpose is to inform shareholders before the Annual General Meeting on Friday, June 5, 2026, and provide the legal framework for making major decisions about the company.

👉 Why it matters: If you hold Garmin shares, this document tells you exactly what decisions you are being asked to approve with your vote.

🛰️ What Garmin Does 🛰️

Garmin Ltd. is a major international technology company that specializes in creating precise navigational and tracking products. They focus on engineering products on the inside for use on the outside.

In simple terms, Garmin provides high-tech positioning and wearable electronics across several massive markets:

• Automotive: Navigation and vehicle tech.
• Aviation & Marine: Advanced GPS and navigation systems for planes and boats.
• Outdoor/Fitness: Wearables, watches, and tracking gear.
• Commercial/OEM: Products sold to other manufacturers (Original Equipment Manufacturers).

👉 Its Scale: The company operates globally and has a mission rooted in innovation, built on the values of its founders, Gary Burrell and Dr. Min Kao.

🚀 2025 Business Highlights 🚀

Garmin reported a record year of operations for 2025, driven by product innovation across its core segments. These highlights summarize the company’s strong performance leading up to the Annual Meeting.

• Record Revenue: The consolidated revenue reached $7.25 billion, which was a strong 15% increase compared to the prior year.
  • Why it matters: Revenue growth shows that demand for Garmin’s high-tech products—from watches to aviation GPS—remained strong year-over-year.
• Strong Operating Income: The operating income hit $1.88 billion, representing an 18% increase compared to the prior year.
  • Why it matters: Operating income is a measure of how profitable the core business is before taxes and interest, indicating that the company is managing its costs well while growing sales.
• Shipment Records: The company shipped over 20 million units, marking a new historical record.

🏛️ Corporate Governance Highlights 🗳️

This section outlines the rules and policies the Board of Directors uses to ensure the company is run ethically, responsibly, and in the long-term best interest of shareholders.

• Independent Oversight: The Board adheres to strict governance rules, ensuring that a majority of directors are independent. Four of the six directors are considered independent, meeting the standards of the NYSE and SEC.
• Committee Structure: The Board has three standing committees (Audit, Compensation, and Nominating) whose members must be independent directors.
• Risk and Oversight: The entire Board takes an active role in overseeing risks. This process requires regular detailed reports from senior management on critical areas, such as cybersecurity, primary business risks, and regulatory compliance.
• Preventing Overwork: Garmin has an approved "overboarding" policy that limits how many public company boards a director can serve on, ensuring that Board members have enough time and attention to fulfill their duties.

💡 Executive Pay & Philosophy 💸

Garmin's approach to compensating its high-level executives is centered on alignment. The company wants its compensation to feel fair to the workforce internally, while also being competitive in the outside market.

• Goal Alignment: The compensation strategy is designed to reward executives not just for short-term wins, but for long-term, sustained performance and enhancing shareholder value.
• Incentive Structure: A significant portion of executive pay is provided through long-term equity incentives. These awards are valuable over time and are linked directly to the Company’s financial performance.
• Safeguards: The program includes several governance features to mitigate risk and protect shareholders, such as:
  • Double-Trigger Provisions: Equity awards can only accelerate if a change of control happens and the executive is terminated without cause or resigns with good reason within 12 months.
  • Prohibiting Hedging/Pledging: Executives are forbidden from betting on Garmin stock (hedging) or using their stock as collateral (pledging).
• Shareholder Support: At the 2025 Annual Meeting, the advisory "Say on Pay" vote saw over 94% of shares vote in favor of the Named Executive Officers' compensation.

👨‍💼 The Board of Directors and Nominees 👥

The Board oversees the company using the diverse experience of its members. The nominees for re-election all bring deep, relevant knowledge, making the board diverse in expertise.

• Leadership: Min H. Kao serves as the Executive Chairman of the Board, and Clifton A. Pemble serves as the President and CEO.
  • Co-Founder Value: Dr. Min H. Kao is significant because he is a co-founder, giving him a unique, deep understanding of the Company’s vision and values.
• Director Expertise: The board includes seasoned professionals:
  • Susan M. Ball: Brings significant experience in finance, accounting, and corporate auditing; she qualifies as an "audit committee financial expert."
  • Jonathan C. Burrell: Has valuable experience in product design and development, along with inventor status and active investment history.
  • Joseph J. Hartnett: Offers deep expertise from his background as a CPA and chairman of audit committees at other public companies.
  • Catherine A. Lewis: Has over 25 years of experience in accounting and tax, and qualifies as an "audit committee financial expert."
  • Clifton A. Pemble: Brings over 35 years of service to the company and its subsidiaries, establishing a deep technical and business understanding of Garmin.

💼 Non-Management Director Compensation 💵

The document details the compensation for Non-Management Directors (those who serve on the board but do not work for Garmin). This is designed to be fair and competitive while keeping these payments separate from the core executive salaries.

• Structure: Non-Management Directors receive an annual retainer of $100,000.
• Committee Bonuses: Directors who chair a standing committee (like the Audit Committee) receive additional bonuses. For example, the Audit Committee Chair receives an additional annual retainer of $10,000.
• 2025 Pay Examples: In 2025, the compensation totals were:
  • Joseph J. Hartnett: $285,023
  • Jonathan C. Burrell: $280,023
  • Catherine A. Lewis: $280,023

🗳️ Proposals for Shareholders 📈

The proxy statement outlines 14 proposals. These are the specific votes you are being asked to cast at the Annual Meeting on June 5, 2026.

• Approving Annual Reports (Proposals 1 & 2): You will vote to approve the 2025 Annual Report and the appropriation of available earnings, which total $1,059,697,000 in available earnings.
• The Dividend (Proposal 3): The Board proposes paying a cash dividend of $4.20 per outstanding share. This amount is limited by the Dividend Reserve from Capital Contribution.
  • Key Detail: This dividend will be paid in four equal installments at dates determined by the Board.
• Governance & Liability (Proposals 4, 5, 6, 7, 8): You vote on discharging the Board and Executive Management from liability, and re-electing all board members, committee members, and the independent voting rights representative.
• Oversight Votes (Proposals 9-14): These votes cover the operational oversight aspects:
  • Ratifying the appointment of Ernst & Young LLP as the public accounting firm and Ernst & Young Ltd as the statutory auditor.
  • Advisory votes on executive and board compensation (for both U.S. and Swiss law reporting).
  • Binding votes to approve maximum aggregate compensation for the Executive Management for Fiscal Year 2027 (not to exceed $19,000,000) and for the Board of Directors (not to exceed $1,800,000).

📅 Meeting Logistics and Next Steps 📧

This section details where and when to vote, and where to get more information.

• Meeting Details: The Annual General Meeting of Shareholders is scheduled for Friday, June 5, 2026.
• Location: The meeting will be held at the offices of Bär & Karrer AG, Brandschenkestrasse 90, 8002 Zurich, Switzerland, at 5:00 p.m. Central European Summer Time.
• Voting Dates:
  • Record Date (US Eastern Time): April 10, 2026
  • Secondary Record Date (US Eastern Time): May 22, 2026
• Resources: The full 2025 Annual Report, Swiss statutory financial statements, and audit reports are available on the Garmin website at www.garmin.com/investors/governance.
• Contacts: For more information, you can contact Garmin’s Investor Relations department at +1 (913) 397-8200.

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🧠 The Analogy

Voting on a Proxy Statement is like being a homeowner in a large, successful apartment building. The Proxy Statement is the yearly shareholder meeting agenda. The Board presents proposals—like approving the yearly budget (financials), deciding how much money to put in the community account (dividend), and picking the new property managers (board members). By voting, you are telling the management exactly what rules you approve for the year ahead.

🧩 Final Takeaway

Garmin reports strong 2025 growth and is proactively seeking shareholder approval for a $4.20 per share dividend and continued governance over executive compensation, solidifying its commitment to long-term stability and shareholder return.