8-KLeadership ChangesExhibits & Filings

GARMIN LTD 8-K Report, Executive Changes (Dec 17, 2008)

Filed December 17, 2008For Securities:GRMN

Summary

Garmin Ltd. (GRMN) filed an 8-K on December 17, 2008, detailing actions taken by its Compensation Committee regarding executive compensation. The committee approved forms for time-vested restricted stock unit (RSU) award agreements and performance share award agreements under the company's 2005 Equity Incentive Plan. These agreements are intended to guide future equity grants to employees and executive officers. The filing specifically notes that on December 12, 2008, performance shares were granted to four key executive officers: Danny J. Bartel (VP - Worldwide Sales), Andrew R. Etkind (VP, General Counsel and Secretary), Clifton A. Pemble (President and COO), and Kevin Rauckman (CFO). These performance shares are contingent on continued employment through December 31, 2011, and the achievement of a designated performance condition, with share transfer expected on January 31, 2012. Additionally, time-vested RSUs were granted to these executives and other employees, vesting over five years, with a portion vesting annually starting December 12, 2009. These RSU grants were previously reported on a Form 4.

Key Highlights

  • 1Garmin's Compensation Committee approved new forms for time-vested Restricted Stock Unit (RSU) and Performance Share Award Agreements under the 2005 Equity Plan.
  • 2Performance shares were granted on December 12, 2008, to four senior executives: VP Worldwide Sales, VP General Counsel & Secretary, President & COO, and CFO.
  • 3Performance share awards are conditioned on continued employment through December 31, 2011, and achievement of a specific performance target.
  • 4Unrestricted Garmin common shares for performance awards are expected to be transferred on January 31, 2012, if conditions are met.
  • 5Time-vested RSUs were also granted to executive officers and other employees on December 12, 2008.
  • 6These RSU grants vest over a five-year period, with initial vesting occurring on December 12, 2009.
  • 7The approved award agreements (Exhibits 10.1 and 10.2) are now incorporated by reference into the filing.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the approval of new forms for equity compensation awards (restricted stock units and performance shares) and the specific grants made to executive officers under Garmin's 2005 Equity Incentive Plan.

Executive officers must remain employed by Garmin through December 31, 2011, and achieve a designated performance condition. If both conditions are met, they will receive unrestricted Garmin common shares on January 31, 2012.

The time-vested RSUs granted on December 12, 2008, vest over a five-year period. Vesting occurs in equal annual installments, beginning on December 12, 2009. Continued employment on each designated payment date is required for vesting.

The forms of the Time Vested Restricted Stock Unit Award Agreement and the Performance Shares Award Agreement are attached as Exhibits 10.1 and 10.2 to this 8-K filing, respectively, and are incorporated by reference.