8-KLeadership ChangesShareholder MattersOther Events+1

GARMIN LTD 8-K Report, Executive Changes (Jun 7, 2013)

Filed June 7, 2013For Securities:GRMN

Summary

Garmin Ltd. filed an 8-K on June 7, 2013, reporting on key outcomes from its annual general meeting of shareholders. The primary focus for investors is the shareholder approval of significant amendments to the 2005 Equity Incentive Plan, which includes increasing the total number of shares available for awards and a doubling of shares designated for restricted stock or unit awards. This move signals a commitment to employee incentives and potential future equity dilution. Furthermore, the meeting saw shareholders approve the company's 2012 annual report and financial statements, the appropriation of earnings, and a substantial cash dividend of $1.80 per share, payable in four equal installments throughout fiscal year 2013 and early 2014. The appointment of Ernst & Young LLP as the independent registered public accounting firm for 2013 was also ratified, providing assurance on financial reporting.

Key Highlights

  • 1Shareholders approved an amendment to the 2005 Equity Incentive Plan, increasing the maximum number of awardable shares from 10,000,000 to 13,000,000.
  • 2The amendment also doubled the maximum number of shares issuable as restricted shares or performance units/restricted stock units from 3,000,000 to 6,000,000.
  • 3Approval of the 2012 Annual Report and consolidated financial statements.
  • 4Shareholders approved a cash dividend of $1.80 per share, to be paid in four equal installments.
  • 5The first $0.45 installment of the dividend is scheduled for June 28, 2013.
  • 6Ratification of Ernst & Young LLP as the Independent Registered Public Accounting Firm for fiscal year 2013.
  • 7Re-election of Thomas P. Poberezny and election of Joseph J. Hartnett to the Board of Directors.

Frequently Asked Questions

The amendments to the 2005 Equity Incentive Plan increase the total pool of shares available for employee awards and significantly expand the portion dedicated to restricted stock or units. This suggests Garmin is preparing to use equity as a more substantial part of its compensation strategy to attract and retain talent.

Shareholders will receive a total cash dividend of $1.80 per share, paid in four equal installments. The first installment of $0.45 is scheduled for June 28, 2013. Subsequent installments of $0.45 are planned for September 30, 2013, December 31, 2013, and March 31, 2014.

Thomas P. Poberezny was re-elected, and Joseph J. Hartnett was elected to serve as directors for a three-year term. Both received a significant majority of shareholder votes in favor.

The shareholders ratified the appointment of Ernst & Young LLP as Garmin's Independent Registered Public Accounting Firm for the fiscal year 2013.