Garmin Ltd. (GRMN) Earnings Call Transcript & Summary

Hello, and welcome to the Garmin Limited 2022 Annual Shareholders Meeting. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Andrew Etkind. The floor is yours.

Thank you. Good morning to those listening in North America, and good evening to those listening here in Europe. I am Andrew Etkind, Vice President, General Counsel and Corporate Secretary of Garmin Limited. I will act as Chairman of this meeting appointed by the Board of Directors, I would like to welcome you to our 2022 Annual General Meeting. Unfortunately, due to the uncertain and changing conditions in connection with the COVID-19 pandemic, it has again not been possible this year to hold our annual meeting in the usual format. In accordance with the Swiss Federal Council Ordinance #3 on measures to combat the coronavirus, we are holding this annual meeting at the offices of the law firm, Homburger Limited in Zurich, Switzerland, without the possibility for shareholders to attend in person. We are making available a live audio webcast at this meeting and have published a link to this webcast in our proxy statement for this meeting and on our website. We have also provided a means for shareholders to submit questions in advance to be answered by our management at a question-and-answer session at the end of this Annual General Meeting. However, no pertinent questions from shareholders have been submitted. Following present in person with me in Zurich at this meeting. Mr. Mr. Jascha Preuss was a partner in the law firm of Wuersch & Gering LLP, which firm was appointed as independent voting lines representative by shareholder vote at our 2021 Annual General Meeting. Also present with me in Zurich and Mr. Rico Fehr Recover and Ms. Michaela Held. Mr. Fehr is a partner, and Ms. Held is a senior manager at Garmin's statutory audit firm in Switzerland, Ernst & Young Limited. Also present with me in Zurich and Mr. David Oser, a partner in the Homburger Limited law firm; and Ms. Margrit Marti and associate attorney with the Homburger Limited law firm. I've appointed Mr. Oser as vote counter at this meeting and Ms. Marti as Secretary of the meeting to keep the minutes of the meeting. Finally, also present is Mr. [ Gregor Brighton Moser ] who is a notary public and the [indiscernible] of Zurich, Switzerland. Mr. Brighton Moser is present at this meeting because the proposals to be voted on at this meeting include an amendment to the Articles of Association of Garmin Limited to renew the authorized share capital and under Swiss law, such amendment must be made in the form of a deed authenticated by Swiss notary public. Members of the Board of Directors who are not present here in Switzerland have waived their right to attend and submit proposals at this meeting. Participating at this meeting by conference telephone from the United States are Mr. Cliff Pemble, Garmin's President and CEO; and Mr. Doug Boessen, Garmin's Chief Financial Officer and Treasurer. At this time, I'd like to turn the meeting over to Cliff to say a few words.

Thank you, Andrew, and welcome to those who are joining from Zurich and to our shareholders who are attending this webcast of our Annual General Meeting. 2021 was another extraordinary year for Garmin, especially considering the difficult operating environment we face. Like many companies, we experienced global supply chain disruptions, but our vertically integrated business model gave us the flexibility to use alternative components and create new designs to keep our production lines running. We also experienced higher freight costs as shipping rates increased, and we utilize more expensive modes of transportation to bring our products to market on time. Despite these challenges, 2021 was our sixth consecutive year of revenue and operating income growth, which established a new record for Garmin. Each of our business segments delivered strong double-digit revenue growth. I'm very proud of this accomplishment, and it demonstrates the tremendous talent and determination of our associates to succeed in this difficult operating environment. While 2022 will bring its own set of challenges, we remain focused on creating superior products that our customers desire and seizing opportunities around us. Thank you again for joining today. I'll now turn the meeting back over to Andrew in Zurich.

Thank you, Cliff. I will now report on the organization of this Annual General Meeting and the presence of a quorum. The Board of Directors has invited shareholders to this Annual General Meeting in accordance with Swiss law and our Articles of Association by way of an invitation published in the Swiss Official Gazette of Commerce. The invitation to this Annual General Meeting contains the agenda items and the proposals of the Board of Directors. No shareholder has requested the inclusion of an item or proposal on the agenda of today's meeting. Therefore, the meeting has been duly convened. The Board of Directors has fixed the close of business on April 14, 2022, as a record date for this meeting. Shareholders registered in our share register with voting rights at the close of business, U.S. Eastern Time on the record date are entitled to grant a proxy to the independent voting rights representative to vote their shares at this meeting. Also in accordance with Swiss Law, any additional shareholders who were registered in our share register at the close of business, U.S. Eastern Time on May 31, 2022, are also entitled to grant a proxy to the independent voting rights representative to vote their shares at this meeting. A copy of the Garmin Limited 2021 annual report to shareholders, which contains the consolidated financial statements of Garmin Ltd. for the fiscal year ended December 25, 2021; the Swiss Statutory financial statements of Garmin Ltd. for the fiscal year ended December 25, 2021; the compensation report pursuant to Swiss Law and the auditor's report has been made available for physical inspection by the shareholders at Garmin Limited's registered office in Switzerland as of May 20, 2022. I have received an affidavit from Computershare Communication Services, the company's mailing agent, stating that notice of this Annual General Meeting, together with the proxy statement, proxy card, annual report and return envelope, were duly mailed by Computershare to all shareholders of record as of the April 14, 2020 record date and in addition to all additional shareholders registered in our share register between April 14 and May 31, 2022. Proposals 1 through 13 that this annual meeting each require the affirmative vote of a majority of the votes cast by proxy, excluding unmarked, invalid and non-exercisable votes and abstentions. Proposal 14 requires the affirmative vote of at least 2/3 of the votes and the absolute majority of the par value of shares each is represented at this annual meeting. An abstention blank or invalid ballot will have the effect of a vote against proposal 14. We will now ascertain whether a quorum is present. Under Garmin's Articles of Association of the quorum for a general meeting of shareholders is the presence in person or by proxy of at least the majority of the total number of shares entitled to vote at the general meeting of the shareholders. As of May 31, 2022, there were 193,124,907 shares at Garmin Limited issued and outstanding and therefore entitled to vote, which number excludes 4,952,501 treasury shares. Mr. Oser, please could you report the number of shares represented at this Annual General Meeting.

Thank you. They are represented at this Annual General Meeting by proxy granted to the independent voting rights representative shareholders holding [ 162,697,115 ] shares or 84.2% of the issued and outstanding shares of Garmin Limited entitled to vote at this Annual General Meeting. Accordingly, the majority of 2/3 of the votes represented for Proposal #14, requires 108,464,744 votes.

Thank you, Mr. Oser. The majority of the outstanding shares entitled to vote at this meeting is represented, Therefore, a quorum is present, and today's meeting is dated constituted and competent to resolve on the agenda items. So we will now proceed with the formal business at this meeting. May I please ask Mr. Preuss to give to Mr. Oser the ballot, which tabulates the voting instructions Mr. Preuss received from shareholders prior to the meeting. Mr. Oser will then at the appropriate time of this meeting, report the vote count on each of the proposals on the agenda. The first item on the agenda is the proposal for approval of Garmin's 2021 annual report, including the consolidated financial statements and the statutory financial statements of the company for the 2021 fiscal year. Mr. Fehr and Ms. Held of Ernst & Young Limited, who are present here with me and Zurich have informed me that Ernst & Young does not have anything to add to its audit reports. Mr. Oser, please could you report the vote count on proposal #1.

Proposal #1 has been approved with 99.72% of the votes cast.

Thank you. Proposal #2 on the agenda is to approve the appropriation of available earnings of available earnings. The full text of the proposal is contained in our proxy statement and in the invitation to this Annual General Meeting. Mr. Oser, please can you now report the vote count on Proposal #2.

Proposal #2 has been approved with 99.78% of the votes cast.

Proposal #3 on the agenda is the approval of a cash dividend in the aggregate amount of $2.92 per outstanding share to be paid out of the company's reserve from capital contribution in 4 equal installments on dates to be determined by the Board of Directors. The full text of this proposal is contained in our proxy statement and in the invitation to this Annual General Meeting. Ernst & Young Limited has confirmed that in its opinion, the distribution proposed by the Board of Directors complies with Swiss Law and with the company's Articles of Association. Mr. Fehr held at Ernst & Young Limited have informed me that Ernst & Young Limited has no additional comments on its confirmation regarding the dividend proposal of the Board of Directors. Mr. Oser, please report the vote count on Proposal #3.

Proposal #3 has been approved with 99.89% of the votes cast.

Thank you. So we move on to proposal #4 on the agenda, which is to discharge the members of the company's Board of Directors and the executive management from liability for their activities during the 2021 fiscal year. It is customary for Swiss companies to include such a proposal on the agenda of their Annual General Meetings of Shareholders. The discharge is only effective with respect to facts that have been disclosed to shareholders and is only buying shareholders who either voted in favor of the proposal or who subsequently acquired shares with knowledge that shareholders have approved this proposal. In accordance with Swiss Law, members of the company's Board of Directors and of the executive management cannot vote on the discharge of liability. Mr. Oser, please could you report the vote count on proposal 4.

Proposal #4 has been approved with 77.75% of the votes casted.

Thank you. Proposal 5 on the agenda is to reelect each of the 6 directors of the company. The Board of Directors has nominated Jonathan C. Burrell; Joseph J. Hartnett; Min H. Kao; Catherine A. Lewis; Charles W. Peffer; and Clifton A. Pemble for reelection for a term extending until the completion of the next Annual General Meeting. Mr. Oser, please could you report the vote count on Proposal #5.

Each of the nominees has been reelected with no less than 80.39% of the votes cast.

Thank you. Proposal 6 on the agenda is the reelection of the Chairman. The Board has nominated Dr. Min Kao, who is currently the Executive Chairman of Garmin for reelection as Executive Chairman for a term extending until completion of the next Annual General Meeting. Mr. Oser, please, can you report the vote count on Proposal #6.

Dr. Min Kao has been reelected with 94.63% of the votes cast.

Thank you. Proposal 7 on the agenda is the reelection of the 4 members of the Compensation Committee of the Board of Directors. The Board has nominated Jonathan C. Burrell, Joseph J. Hartnett, Catherine A. Lewis; and Charles W. Peffer, the reelection as members of the Compensation Committee for a term extending until completion of the next Annual General Meeting. The reelection as a member of the Compensation Committee is subject to the person's reelection as a director. Mr. Oser, please could you report the vote count on Proposal #7.

Each of the nominees to the compensation committee has been reelected with no less than 92.96% of the votes cast.

Thank you. Proposal 8 on the agenda is the reelection of the independent voting rights represented -- the Board has proposed that the new approval on Wuersch & Gering LLP be reelected as the independent voting rights representative for a term extending until completion of the next Annual General Meeting. Wuersch & Gering LLP has lawyers who have experience in Swiss as well as U.S. legal matters and Wuersch & Gering LLP does not perform any other services for Garmin. Mr. Oser, please continue now report the vote count on proposal #8.

Wuersch & Gering LLP have been reelected with 99.72% of the votes cast.

Thank you. We now turn to Proposal #9 on the agenda, which is the proposal to ratify the appointment of Ernst & Young LLP as Garmin's independent registered public accounting firm for the 2022 fiscal year and also to reelect Ernst & Young Limited as Garmin's statutory auditor for a further 1-year term. Mr. Oser, please can you report the vote count on Proposal #9.

The appointment of Ernst & Young LLP has been ratified. And the election of Ernst & Young Limited has been re-elected with 96.08% of the votes cast.

Thank you. Proposal 10 on the agenda is an advisory resolution approving the compensation of Garmin's named executive officers as disclosed in the proxy statement for this Annual General Meeting. Mr. Oser, please can you report the vote count on Proposal #10.

Proposal #10 has been approved with 94.72% of the votes cast.

Thank you. Proposal 11 on the agenda is to approve the fiscal year 2023 maximum aggregate compensation for the executive management as disclosed in the proxy statement for this Annual General Meeting. Mr. Oser, please can you report the vote count on Proposal #11.

Proposal #11 has been approved with 97.15% of the votes cast.

Thank you. Proposal 12 on the agenda is to approve the maximum aggregate compensation for the Board of Directors for the period between this 2022 Annual General Meeting and the 2023 Annual General Meeting as disclosed in the proxy statement for this meeting. Mr. Oser, please give you report the vote count on Proposal #12.

Proposal #12 has been approved with 99.36% of the votes cast.

Thank you. Proposal 13 on the agenda is to approve an amendment to the company's 2005 equity incentive plan to increase the number of shares authorized under the plan that may be delivered as restricted shares or pursuant to performance units or performance shares or restricted units from 10 million to 12 million. The complete text of the proposed amendment is contained in both Annex-1 of the proxy statement and Annex-1 of the invitation to this meeting. Mr. Oser, please could you report the vote count on Proposal #13.

Proposal #13 has been approved by 97.16% of the votes cast.

Thank you. So we turn now to proposal #14, which is the last proposal on the agenda. Proposal #14 is to amend the company's Articles of Association to renew the authorized share capital and to authorize the Board of Directors at any time until June 10, 2024, to increase the share capital in an amount not to exceed 1,984 excuse me, [ 1,980,774.10 ], so the issuance of up to 19,807,741 fully registered fully paid and registered shares with a nominal value of CHF 0.10 each. The complete text of the proposed shareholder resolution and the amendments to the Articles of Association are contained both in Annex-2 of the proxy statement and Annex-2 of the invitation of this meeting. Under Swiss Law, the power of the Board to issue shares from authorized share capital must be renewed by approval of the shareholders every 2 years. The Board believes that it is customary for public companies incorporated in Switzerland to maintain an authorized share capital and that the renewal of the authorized share was prudent to ensure that Garmin maintains financial flexibility. The Board does not currently have any plans to issue shares out of the authorized share capital. Mr. Oser, please can you report the vote count on proposal #14.

Proposal #14 has been approved with 99.36% of the votes cast, and the necessary 2/3 majority of the votes represented and the absolute majority of the nominal share capital represented at the meeting has been achieved.

Thank you. I confirm that all agenda items have been approved by Garmin shareholders with the required majority vote, including agenda item 14, for which a public deed must be established. A written certification of the vote count will be included in the minutes of this Annual General Meeting. In addition, the voting results on each of the proposals will be filed with the SEC on a Form 8-K report, which will be available also on the Garmin website. This concludes the formal business of this meeting. On behalf of our Board of Directors, our Executive Chairman and our CEO, I would like to thank you very much for your online attendance at our annual meeting this year. And to express again, I regret that we were not able to host a physical meeting with shareholders. We thank you very much for your investment in Garmin, and we will continue to work hard to grow the company on behalf of all our shareholders, employees and customers. Thank you.

This concludes the meeting. You may now disconnect.