Form 8-K

8-K — GARMIN LTD

Accession: 0001193125-26-261987

Filed: 2026-06-08

Period: 2026-06-05

CIK: 0001121788

SIC: 3812 (SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Documents

8-K — grmn-20260605.htm (Primary)

EX-99.1 (grmn-ex99_1.htm)

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8-K

8-K (Primary)

Filename: grmn-20260605.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

GARMIN LTD.

(Exact name of registrant as specified in its charter)

Switzerland

001-41118

98-0229227

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Mühlentalstrasse 36/38

8200 Schaffhausen

Switzerland

(Address of principal executive offices)

Registrant’s telephone number, including area code: +41 52 630 1600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Registered Shares, $0.10 Per Share Par Value

GRMN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2026, Garmin held its annual general meeting of shareholders. At the annual general meeting, Garmin's shareholders voted on the proposals set forth below, each of which is described in Garmin’s proxy statement for the 2026 annual general meeting.

Under Swiss law and Garmin's Articles of Association, shareholder approval of proposals is generally determined by a simple majority of votes cast, such that abstentions and broker non-votes are disregarded in the calculation of the vote required for approval. At the 2026 annual general meeting, abstentions and broker non-votes were not considered in the tabulation of the vote (and should be disregarded) for each proposal.

1. The shareholders approved Garmin’s 2025 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 27, 2025 and the statutory financial statements of Garmin for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

166,720,742

54,838

300,694

2. The shareholders approved the appropriation of available earnings. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

166,642,766

126,248

307,261

3. The shareholders approved the payment of a cash dividend in the aggregate amount of U.S. $4.20 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

166,825,423

144,591

106,261

4. The shareholders discharged members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

99,005,980

1,081,147

22,377,268

27,279,587

5. The shareholders re-elected six directors, each for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of directors was as follows:

For

Against

Abstain

Non-votes

Susan M. Ball

137,813,480

1,804,842

178,365

27,279,587

Jonathan C. Burrell

127,104,653

12,592,380

99,654

27,279,587

Joseph J. Hartnett

120,629,595

19,065,430

101,663

27,279,587

Min H. Kao

137,177,400

2,519,279

100,008

27,279,587

Catherine A. Lewis

137,170,914

2,448,340

177,434

27,279,587

Clifton A. Pemble

139,049,728

644,172

102,788

27,279,587

6. The shareholders re-elected Min H. Kao as Executive Chairman of the Board of Directors for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of the Executive Chairman was as follows:

For

Against

Abstain

Non-votes

130,697,013

8,999,309

100,366

27,279,587

7. The shareholders re-elected four members of the Compensation Committee, each for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of members of the Compensation Committee was as follows:

For

Against

Abstain

Non-votes

Susan M. Ball

138,002,249

1,610,018

184,421

27,279,587

Jonathan C. Burrell

128,457,372

11,228,019

111,296

27,279,587

Joseph J. Hartnett

132,933,019

6,758,071

105,598

27,279,587

Catherine A. Lewis

136,178,818

3,431,055

186,814

27,279,587

8. The shareholders re-elected the law firm of Wuersch & Gering LLP as independent voting rights representative for a term extending until completion of the 2027 annual general meeting. The tabulation of votes with respect to the re-election of the independent voting rights representative was as follows:

For

Against

Abstain

Non-votes

166,836,297

87,192

152,786

9. The shareholders ratified the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 26, 2026 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

161,369,360

5,599,802

107,113

10. The shareholders passed an advisory resolution approving the compensation of Garmin’s Named Executive Officers. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

133,143,435

6,492,185

161,068

27,279,587

11. The shareholders passed an advisory resolution approving Garmin’s Swiss Statutory Compensation Report for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

133,864,405

5,817,625

114,658

27,279,587

12. The shareholders passed a resolution approving Garmin’s Swiss Non-Financial Matters Report for the fiscal year ended December 27, 2025. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

166,195,499

556,630

324,146

13. The shareholders approved a binding vote to approve the Fiscal Year 2027 maximum aggregate compensation for Garmin’s Executive Management. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

136,775,093

2,650,876

370,719

27,279,587

14. The shareholders approved a binding vote to approve the maximum aggregate compensation for Garmin’s Board of Directors for the period between the 2026 annual general meeting and the 2027 annual general meeting. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Non-votes

139,298,872

158,877

338,939

27,279,587

Item 8.01. Other Events

On June 5, 2026, 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 $4.20 per outstanding share out of Garmin’s 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 $1.05 will be payable on June 26, 2026 to shareholders of record on June 15, 2026. The Board currently expects that the dividend payment and record dates for the remaining three installments will be as follows: $1.05 on September 25, 2026 to shareholders of record on September 11, 2026, $1.05 on December 24, 2026 to shareholders of record on December 11, 2026 and $1.05 on March 26, 2027 to shareholders of record on March 12, 2027.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits. The following exhibits are furnished herewith.

Exhibit No.

Description

99.1

Press Release dated June 5, 2026 (furnished pursuant to Item 8.01)

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

SIGNATURE

Pursuant 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 8, 2026

/s/ Joshua H. Maxfield

Joshua H. Maxfield

Vice President, General Counsel and Secretary

EX-99.1

Filename: grmn-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

Garmin shareholders approve quarterly dividend through March 2027

Company announces record date and payment date for June 2026 dividend installment

Schaffhausen, Switzerland / June 5, 2026 / PR Newswire – At Garmin Ltd.’s annual shareholders’ meeting held today, approval was received from the shareholders in accordance with Swiss corporate law for a cash dividend in the amount of $4.20 per share, payable in four equal installments. The Board has determined that the June installment of the dividend will be paid as indicated below and currently anticipates the scheduling of the remaining quarterly dividend installments as follows:

Dividend Payment Date

Record Date

Dividend Per Share

June 26, 2026

June 15, 2026

$1.05

September 25, 2026

September 11 2026

$1.05

December 24, 2026

December 11, 2026

$1.05

March 26, 2027

March 12, 2027

$1.05

# # #

About Garmin Ltd:

Engineered on the inside for life on the outside, Garmin products have revolutionized the aviation, automotive, fitness, marine and outdoor markets. Dedicated to helping people make the most of the time they spend pursuing their passions, Garmin believes every day is an opportunity to innovate and a chance to beat yesterday. Garmin Ltd. (NYSE: GRMN) is incorporated in Switzerland, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. For more information, visit Garmin's virtual Newsroom, email our press team, or follow us on LinkedIn.

Notice on Forward-Looking Statements:

This release includes forward-looking statements regarding Garmin Ltd. and its business. Such statements are based on management’s current expectations. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors that are described in the Annual Report on Form 10-K for the year ended December 27, 2025 filed by Garmin with the Securities and Exchange Commission (Commission file number 001-41118). A copy of Garmin’s 2025 Form 10-K can be downloaded from https://www.garmin.com/en-US/investors/sec/. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and Garmin undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investor Relations Contact:

Teri Seck

+1 913 397 8200

investor.relations@garmin.com

Corporate Communications Contact:

Krista Klaus

+1 913 397 8200

media.relations@garmin.com

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