Garmin Ltd. ($GRMN)

Ladies and gentlemen, thank you for joining us, and welcome to the 2026 Annual General Meeting of Shareholders of Garmin Limited. Thank you for being here. I will now hand the conference over to Josh Maxfield, Chairman of the Annual General Meeting, Vice President and Secretary, Garmin Limited. Josh, please go ahead.

Ladies and gentlemen, may I have your attention, please. We would like to start the annual meeting. Good afternoon to those here in Zurich, and welcome to those listening to the webcast. I am Josh Maxfield, Vice President, General Counsel and Secretary of Garmin Limited. I am acting as Chairman of this 2026 Annual General Meeting of Garmin Limited pursuant to Article 16 of the company's Articles of Association. I would like to extend a special welcome to the members of our Board of Directors and our executive management who are present online. Before we commence the formal business of this meeting, I would like to recognize our President and CEO, Cliff Pemble, who will review our achievements in 2025 and the first quarter of 2026.

Thank you, Josh, and welcome to those who are joining from Zurich and to our shareholders who are attending this webcast. 2025 was another remarkable year of achievement for Garmin. Revenue increased 15% to $7.25 billion, a new record with growth and record revenue in every segment. Operating margin expanded to 25.9%, resulting in record operating income of $1.88 billion, an 18% increase over 2024. We're off to a great start in 2026, achieving strong double-digit growth in both revenue and operating income during the opening quarter of the year and a continuation of the positive business trends we've been experiencing over the longer term. Throughout the year and into 2026, we launched many new products and received numerous awards and recognition across our diverse business segments. We were ranked #1 in product support for the 22nd consecutive year by Aviation International News and for the 21st consecutive year by Professional Pilot Magazine. We were named Manufacturer of the Year by the National Marine Electronics Association for the 11th consecutive year with 8 Product of Excellence awards, and we were recognized for the third consecutive year as the most innovative marine company by Soundings Trade Only, a leading trade publication for the recreational boating industry. We received 5 innovation awards for groundbreaking achievements in technology across various product categories at the 2026 Consumer Electronics Show and the Phoenix 8 Pro was officially recognized as the best connected device at the 2026 Mobile World Congress in Barcelona. These awards and many more are a testament to our associates' passion and commitment to serving our customers and each other. I'm proud of our accomplishments in 2025 and want to thank Garmin's amazing associates worldwide for their tremendous dedication and effort. With a strong product line and a great team, I'm confident we are well positioned for long-term success. Thank you again for joining today, and I'll now turn the meeting back over to Josh in Zurich.

Thank you, Cliff. Present at this meeting is Mr. Yasha Price, who is a partner in the law firm of Birch & Gering LLP, which firm was elected as independent voting rights representative by shareholder vote at our 2025 Annual General Meeting. Also present are Mr. Roger Mueller and Ms. Michela Held of Ernst & Young Limited, Garmin Limited statutory auditor. Ms. Vera Negali and Mr. Florian Schwaghofer, both lawyers in the law firm, Baron Care AG; and Mr. Paul Cassett, Principal Counsel at Garmin. I have appointed Ms. Nagali as vote counter and Mr. Cassett as Secretary of the meeting to keep the minutes. 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 a proxy statement filed with the United States Securities and Exchange Commission. 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. The Board of Directors has fixed the close of business on April 10, 2026, as the 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 attend, vote or grant a proxy to vote at this meeting. In accordance with Swiss law, any additional shareholders who are registered in our share register at the close of business U.S. Eastern Time on May 22, 2026, are also entitled to attend, vote or grant proxy to vote at this meeting. Shareholders who are registered in Garmin's share register on May 22, 2026, but have sold their shares before the meeting date are not entitled to exercise voting rights with respect to the matters to be resolved upon at this meeting. A copy of the Garmin Limited 2025 annual report to shareholders, which contains the consolidated and statutory financial statements of Garmin Limited for the fiscal year ended December 27, 2025, and the auditor's reports have been made available on Garmin's website 20 calendar days before the meeting. 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 Communication Services to all shareholders of record as of the applicable record date who elected to receive notice by mail. At the request of the independent voting rights representative, Vershengaring LLP and in accordance with Article 689c, Paragraph 5 of the Swiss Code of Obligations, I inform all shareholders present or represented at this meeting that Vershengaring shared with us the aggregate for, against and abstain voting instructions of shareholders of record on each proposal on today's agenda and therefore, not -- each proposal on today's agenda today and therefore, not earlier than 3 business days before the date of this meeting. Each proposal at this annual meeting requires the affirmative vote of a majority of the votes cast, excluding unmarked, invalid and non-exercisable votes and abstentions. We will now ascertain whether a quorum is present. Under Garmin's Articles of Association, the quorum for a general meeting of shareholders is the presence in person or by proxy of at least a majority of the total number of shares entitled to vote at a general meeting of the shareholders. As of May 22, 2026, there were 192,822,422 shares of Garmin Limited issued and outstanding, which number excludes 2,078,543 treasury shares. Ms. Ncally, please could you report the number of shares represented at this meeting?

There are present or represented at this Annual General Meeting 167,76,275 shares or 86.65% of the issued and outstanding shares of Garmin Limited entitled to vote at this general meeting. All of such shares are represented by the independent voting rights representative.

Thank you. A majority of the shares entitled to vote at this meeting is represented. Therefore, a quorum is present, and today's meeting is validly constituted. We will now proceed with the formal business of this meeting. We will follow the order of business listed in the agenda. The first item on the agenda is the proposal for approval of Gorman's 2025 annual report, including the consolidated financial statements and the statutory financial statements of the company for the 2025 fiscal year. Mr. Mueller and Ms. Held of Ernst & Young Limited have informed me that Ernst & Young Limited does not have anything to add to its audit reports. Ms. Nigalally, please could you report the voting results on this proposal?

Proposal 1, approval of the 2025 annual report has been approved with 99.97% of the votes cast.

Proposal 2 on the agenda is to approve the appropriation of available earnings. The full text of the proposal is contained in our proxy statement. Ms. Ncalally, please could you report the voting results on this proposal?

Proposal 2, the approval of the appropriation of available earnings has been approved with 99.92% of the votes cast.

Thank you. Proposal 3 on the agenda is the approval of a cash dividend in the aggregate amount of $4.20 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 the proposal is contained in our proxy statement. Ernst & Young Limited has confirmed that in their opinion, the distribution proposed by the Board of Directors complies with Swiss law and the company's Articles of Association. Mr. Mueller and Ms. Held of 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. Ms. Nagalally, please could you report the voting results on this proposal?

Proposal 3, approval of the payment of a cash dividend has been approved with 99.91% of the votes cast.

Thank you. Proposal 4 is to discharge the members of the company's Board of Directors and the executive management from liability for their activities during the 2025 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 only binds 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 the executive management cannot vote on the discharge of liability. So the number of votes cast on this proposal will be lower than on the other proposals. Ms. Negalally, please could you report the voting results on this proposal?

Proposal 4, the discharge of the directors and executive management from liability for activities during the 2025 fiscal year has been approved with 98.92% of the votes cast.

Thank you. Proposal 5 on the agenda is to reelect 6 directors. The Board of Directors has nominated Susan M. Ball, Jonathan C. Burrell, Joseph J. Hartnett, Min H. Kao; Catherine A. Lewis and Clifton A. Pemble for reelection for a term extending until completion of the next Annual General Meeting. Voting is for each director nominee separately. Ms. Nagalally, please could you report the voting results on this proposal?

All 6 nominees to the Board of Directors pursuant to proposal 5 have been elected with no less than 86.3% of the votes cast.

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 Chairman for a term extending until completion of the next Annual General Meeting. Ms. Ncalally, please could you report the voting results on this proposal?

Proposal 6, Dr. Min Kao's reelection as Chairman has been approved with 93.56% of the votes cast.

Thank you. Proposal 7 is the reelection of 4 members of the Compensation Committee of the Board of Directors. The Board has nominated Susan M. Ball, Jonathan C. Burrell, Joseph J. Hartnett, and Catherine A. Lewis for reelection as members of the Compensation Committee for a term extending until completion of the next Annual General Meeting. Voting is for each nominee separately. Ms. Nagalally, please could you report the voting results on this proposal?

All 4 nominees for reelection to the Compensation Committee pursuant to Proposal 7 have been elected with no less than 91.96% of the votes cast.

Proposal 8 on the agenda is the reelection of the independent voting rights representative. The Board has proposed that the New York law firm of Versh & Gering LLP be reelected as the independent voting rights representative for a term extending until completion of the next Annual General Meeting. Versen Gering has lawyers who have expertise and experience in Swiss as well as U.S. legal matters. Versh& Gering does not perform any other services for Garmin. Ms. Ncalally, please could report the voting results on this proposal.

Proposal 8, reelection of the independent voting rights representative has been approved with 99.95% of the votes cast.

Thank you. Proposal 9 on the agenda is to ratify the appointment of Ernst & Young LLP as Garmin's independent registered public accounting firm for the 2026 fiscal year and to reelect Ernst & Young Limited as Garmin's statutory auditor for a further 1-year term. Ms. Nally, please could you report the voting results on this proposal?

Proposal 9, ratification of the appointment of Ernst & Young LLP as the company's independent public accountant and reelection of Ernst & Young Limited as statutory auditor has been approved with 96.65% 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. Ms. Nagallally, please could you report the voting results on this proposal?

Proposal 10, advisory vote on executive compensation has been approved with 95.35% of the votes cast.

Proposal 11 is an advisory vote on the 2025 Swiss statutory compensation report. Under Swiss law, we are required to prepare a separate Swiss statutory compensation report each year that contains specific items in a presentation format determined by Swiss law. A copy of the Swiss statutory compensation report is contained in Annex 1 of the proxy statement for this meeting. Ms. Nagali, please could you report the voting results on this proposal?

Proposal 11, advisory vote on the Swiss statutory compensation report has been approved with 95.84% of the votes cast.

Proposal 12 is a vote on the 2025 Swiss Statutory nonfinancial matters report. Under Swiss law, we are required to prepare a statutory nonfinancial matters report each year that contains items determined by Swiss law. A copy of the Swiss nonfinancial matters report is contained in Annex 2 of the proxy statement for this meeting. Ms. Nagali, please could you report the voting results on this proposal.

Proposal 12, vote on the Swiss statutory nonfinancial matters report has been approved with 99.67% of the votes cast.

Thank you. Proposal 13 is to approve the fiscal year 2027 maximum aggregate compensation for the executive management as required by Swiss law and our Articles of Association and as disclosed in the proxy statement for this Annual General Meeting. Ms. Nagali, please could you report the voting results on this proposal?

Proposal 13, binding vote to approve the fiscal year 2027 maximum aggregate compensation for the executive management has been approved with 98.1% of the votes cast.

Thank you. Proposal 14 is to approve the maximum aggregate compensation for the Board of Directors for the period between this 2026 Annual General Meeting and the 2027 Annual General Meeting as required by Swiss law and our Articles of Association and as disclosed in the proxy statement for this Annual General Meeting. Ms. Nagalally, please could you report the voting results on this proposal?

Proposal 14, binding vote to approve the maximum aggregate compensation for the Board for the period between the 2026 Annual General Meeting and the 2027 Annual General Meeting have been approved with 99.89% of the votes cast.

Thank you, Ms. Nigalally. I therefore confirm that all proposals have been approved by Garmin shareholders with the required majority. This concludes the results of the voting. The voting results on all proposals on the agenda will be filed with the SEC on a Form 8-K report within 4 business days of this meeting and will be available on Garmin's website. This concludes the meeting. Thank you for your interest in Garmin. We wish you a good weekend and look forward to another successful year.

This concludes today's call. Thank you for attending. You may now disconnect.