Garmin (GRMN) Proxy filing summary

Executive summary

• Record 2025 financial results: $7.25B revenue (up 15%) and $1.88B operating income (up 18%), with all segments posting record revenue and over 20 million units shipped.

• Annual General Meeting scheduled for June 5, 2026, with key proposals including financial statement approvals, director elections, compensation votes, and ESG reporting.

• Board recommends approval of all proposals, including dividend, compensation, and ESG disclosures.

Voting matters and shareholder proposals

• Approval of 2025 Annual Report, consolidated and statutory financial statements.

• Appropriation of $1.06B available earnings to be carried forward.

• Cash dividend of $4.20 per share in four installments, totaling $900.4M from capital contribution reserves.

• Discharge of Board and Executive Management from liability for 2025.

• Re-election of six directors and Executive Chairman Min H. Kao.

• Re-election of four Compensation Committee members and independent voting rights representative.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory votes on executive compensation and Swiss Statutory Compensation Report.

• Vote on Swiss Statutory Non-Financial Matters Report.

• Binding votes on maximum aggregate compensation for Executive Management ($19M for FY2027) and Board ($1.8M for 2026-2027 period).

Board of directors and corporate governance

• Board consists of six directors, four of whom are independent; all directors elected annually.

• Committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• Board and committees conduct annual self-evaluations with outside counsel.

• Overboarding policy limits external board service; majority vote required for director elections.

• Board leadership structure separates Chair and CEO roles.