Garmin (GRMN) Proxy Filing summary

Executive summary

• Record 2024 financial results: $6.3B revenue (up 20%) and $1.59B operating income (up 46%).

• All business segments achieved record full-year revenue.

• Annual General Meeting scheduled for June 6, 2025, with key proposals on financials, compensation, governance, and sustainability.

Voting matters and shareholder proposals

• Approval of 2024 Annual Report and financial statements.

• Appropriation of $754M available earnings to be carried forward.

• Cash dividend of $3.60 per share in four installments.

• Discharge of Board and Executive Management from liability for 2024.

• Re-election of six directors and Executive Chairman.

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

• Ratification of Ernst & Young as auditor.

• Advisory votes on executive compensation, Swiss compensation report, and non-financial matters report.

• Binding votes on 2026 maximum aggregate compensation for management ($19M) and Board ($1.8M).

• Renewal of capital band authorizing Board to adjust share capital within set limits until June 2026.

Board of directors and corporate governance

• Four of six director nominees are independent; all Board committees are composed solely of independent directors.

• Board and committee annual self-evaluations led by outside counsel.

• Overboarding policy limits external board service.

• Board leadership structure separates Chair and CEO roles.

• Board regularly reviews succession planning and risk oversight.