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): May 20,
2010
Garmin
Ltd.
(Exact
name of registrant as specified in its charter)
|
Cayman
Islands
(State
or other jurisdiction of
incorporation)
|
0-31983
(Commission
File
Number)
|
98-0229227
(I.R.S.
Employer
Identification
No.)
|
P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive office)(Zip Code)
(345)
640-9050
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
¨ 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))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
May 20, 2010, the shareholders of Garmin Ltd., a Cayman Islands company (the
"Company"), approved an amendment to the Amended and Restated Garmin Ltd.
Employee Stock Purchase Plan (the "Purchase Plan") to increase the number of
common shares reserved for sale and authorized for issuance under the Purchase
Plan from 2,000,000 to 4,000,000.
The
foregoing description of the amendment to the Purchase Plan does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Purchase Plan, as amended, which is attached as Annex H to the Company’s
Definitive Proxy Statement filed with the SEC on April 9, 2010 (the “Proxy
Statement”), and to the description of the amendment to the Purchase Plan
contained in Proposal 3 of the Proxy Statement, both of which are incorporated
herein by reference.
Item
5.07 Submission
of Matters to a Vote of Security Holders.
On May 20, 2010, at a court-ordered
special meeting of shareholders, the shareholders of the Company voted to
approve a proposal for a redomestication to change the place of incorporation of
the ultimate parent holding company of the Garmin group from the Cayman Islands
to Switzerland. Pursuant to Cayman Islands law, the affirmative vote
of a majority in number of the registered holders of the Company's common shares
present and voting at the meeting, whether in person or by proxy, representing
75% or more in value of the common shares present and voting at the meeting,
whether in person or by proxy, was required to approve the redomestication
proposal. At the meeting, (i) 179 registered holders representing
150,431,868 common shares voted in favor of the redomestication proposal, (ii)
13 registered holders representing 612,802 common shares voted against the
redomestication proposal, (iii) 2 registered holders representing 98,015 common
shares abstained from voting on the redomestication proposal, and (iv) the
Company received 29,781,758 broker non-votes on the redomestication
proposal.
Also on
May 20, 2010, the Company held its annual general meeting of
shareholders. At the annual general meeting, the shareholders of the
Company (i) elected Gene M. Betts and Thomas P. Poberezny to serve as Class I
directors of the Company, for a term of three years expiring at the 2013 annual
general meeting of shareholders; (ii) approved the ratification of the
appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for the 2010 fiscal year; and (iii) approved an amendment
to the Purchase Plan (as described in Item 5.02 above).
The
tabulation of votes with respect to the election of directors was as
follows:
|
For
|
Withheld
|
Broker
Non-votes
|
|
|
Gene
M. Betts
|
150,589,520
|
283,031
|
29,781,758
|
|
Thomas
P. Poberezny
|
150,589,520
|
283,031
|
29,781,758
|
The
tabulation of votes with respect to the ratification of Ernst & Young LLP
and the amendment to the Purchase Plan were as follows:
|
For
|
Against
|
Abstain
|
Broker
Non-votes
|
|
|
Ratification
of Ernst & Young LLP as the Company's Independent Registered Public
Accounting Firm
|
180,261,966
|
274,484
|
117,859
|
0
|
|
Amendment
to the Garmin Ltd. Employee Stock Purchase Plan
|
150,425,144
|
364,122
|
83,285
|
29,781,758
|
Item
9.01 Financial
Statements and Exhibits.
|
(d)
|
Exhibits. | |
| Exhibit No. | Description | |
|
10.1
|
Amended
and Restated Garmin Ltd. Employee Stock Purchase Plan, as amended,
(incorporated by reference from Annex H to the Company’s Definitive Proxy
Statement filed with the SEC on April 9,
2010).
|
SIGNATURES
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.
|
||
|
By:
|
/s/
Andrew R. Etkind
|
|
|
Andrew
R. Etkind
Vice
President, General Counsel and
Secretary
|
||
Date: May
20, 2010
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Amended
and Restated Garmin Ltd. Employee Stock Purchase Plan, as amended,
(incorporated by reference from Annex H to the Company’s Definitive Proxy
Statement filed with the SEC on April 9,
2010).
|