GARMIN LTD. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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GARMIN LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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GARMIN LTD.

NOTICE AND PROXY STATEMENT

FOR

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD

FRIDAY, JUNE 5, 2026

YOUR VOTE IS IMPORTANT!

Please mark, date and sign the enclosed proxy card

and promptly return it in the enclosed envelope.

If you reviewed your materials electronically or through a broker

or other nominee,

please follow the instructions provided.

THIS NOTICE AND PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND THE 2025

ANNUAL REPORT ARE FIRST BEING FURNISHED ON APRIL 22, 2026.

Garmin Ltd.
Mühlentalstrasse 36/38
8200 Schaffhausen
Switzerland

Notice of Annual General Meeting of Shareholders

To be held on June 5, 2026

To the Shareholders of Garmin Ltd.:

We cordially invite you to attend the 2026 Annual General Meeting (the “Annual Meeting”) of Shareholders of Garmin Ltd., a Swiss company (“Garmin” or the “Company”). The Annual Meeting will be held at the offices of Bär & Karrer AG, Brandschenkestrasse 90, 8002 Zurich, Switzerland, at 5:00 p.m. Central European Summer Time on Friday, June 5, 2026. The purpose of the meeting is to consider and vote upon the following matters:

PROPOSALS

	1.	Approval of Garmin’s 2025 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 27, 2025 and the statutory financial statements of Garmin for the fiscal year ended December 27, 2025
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve Garmin’s 2025 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 27, 2025, and Garmin’s statutory financial statements for the fiscal year ended December 27, 2025.
	2.	Approval of the appropriation of available earnings
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve the appropriation of available earnings as follows:

Proposed Appropriation of Available Earnings
Balance brought forward from previous years	$	754,065,000
Net income (loss) for the period (on a stand-alone unconsolidated basis)	$	305,632,000
Total available to the Annual Meeting	$	1,059,697,000
Resolution proposed by the Board of Directors:
• RESOLVED, that the available earnings of $1,059,697,000 shall be carried forward.

GARMIN LTD. - 2026 Proxy Statement 3

	3.	Approval of the payment of a cash dividend in the aggregate amount of $4.20 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that Garmin pay a cash dividend in the amount of $4.20 per outstanding share as follows:

Reserve from Capital Contribution as per December 27, 2025		$	2,806,743,000
Resolutions proposed by the Board of Directors:
•	RESOLVED, that Garmin, out of, and limited at a maximum to the amount of, the Dividend Reserve (as defined below), pay a cash dividend in the amount of $4.20 per outstanding share¹out of Garmin’s reserve from capital contribution payable in four equal installments at the dates to be determined by the Board of Directors in its discretion, the record date and payment date for each such installment to be announced in a press release²at least ten calendar days prior to the record date; and further
•	RESOLVED, that the cash dividend shall be made with respect to the outstanding share capital of Garmin on the record date for the applicable installment, which amount will exclude any shares of Garmin held by Garmin or any of its direct or indirect subsidiaries; and further
•	RESOLVED, that $900,442,000³be allocated to dividend reserves from capital contribution (the “Dividend Reserve”) from the reserve from capital contribution in order to pay such dividend of $4.20 per outstanding share⁴; and further	$	(900,442,000)
•	RESOLVED that if the aggregate dividend payment is lower than the Dividend Reserve, the relevant difference will be allocated back to the reserve from capital contribution; and further
•	RESOLVED, that to the extent that any installment payment would exceed the Dividend Reserve then remaining, the U.S. dollar per share amount of that installment payment shall be reduced on a pro rata basis, provided, however, that the aggregate amount of that installment payment shall in no event exceed the then remaining Dividend Reserve
•	Reserve from Capital Contribution after Dividend Reserve Allocation	$	1,906,301,000

	(1)	In no event will the dividend payment exceed a total of $4.20 per outstanding share.
	(2)	The announcements will not be published in the Swiss Official Gazette of Commerce.
	(3)	The amount of the Dividend Reserve, calculated on the basis of the Company’s issued shares as at December 27, 2025, includes a margin to accommodate new share issuance (see footnote 4 below) that may occur between the time when the dividend is approved by shareholders and when the last installment payment is made. Any unused portion of the Dividend Reserve will be returned to the reserve from capital contribution after the last installment payment.
	(4)	Assuming a total of 194,900,965 shares eligible to receive the dividend, based on the registered share capital as at December 27, 2025. The number of shares eligible for dividend payments may change due to the issuance of new shares or the reissuance of treasury shares, including (without limitation) from the capital band or the conditional share capital reserved for the share incentive plans, or the cancellation of existing shares as a result of share repurchases.

	4.	Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 27, 2025
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that the members of the Board of Directors and the Executive Management be discharged from personal liability for the fiscal year ended December 27, 2025.
	5.	Re-election of six directors
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that each of Susan M. Ball, Jonathan C. Burrell, Joseph J. Hartnett, Min H. Kao, Catherine A. Lewis and Clifton A. Pemble be re-elected as directors, each for a term extending until completion of the 2027 annual general meeting.
	6.	Re-election of the Chairman
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that Min H. Kao be re-elected as Executive Chairman of the Board of Directors for a term extending until completion of the 2027 annual general meeting.
	7.	Re-election of four Compensation Committee members
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that each of Susan M. Ball, Jonathan C. Burrell, Joseph J. Hartnett and Catherine A. Lewis be re-elected as members of the Compensation Committee, each for a term extending until completion of the 2027 annual general meeting.
	8.	Re-election of the independent voting rights representative
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that the law firm of Wuersch & Gering LLP be re-elected as the independent voting rights representative for a term extending until completion of the 2027 annual general meeting, including any extraordinary general meeting of shareholders prior to the 2027 annual general meeting.
	9.	Ratification of the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 26, 2026 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting that the appointment of Ernst & Young LLP as Garmin’s independent registered public accounting firm for the fiscal year ending December 26, 2026 be ratified and that Ernst & Young Ltd be re-elected as Garmin’s statutory auditor for another one-year term.
	10.	Advisory vote to approve the compensation of Garmin’s Named Executive Officers
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve, on an advisory basis, the compensation of Garmin’s Named Executive Officers (“NEOs”), as disclosed in Garmin’s proxy statement for the Annual Meeting pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission.

GARMIN LTD. - 2026 Proxy Statement 4

	11.	Advisory vote on the Swiss Statutory Compensation Report
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve, on an advisory basis, Garmin’s Swiss Statutory Compensation Report for the fiscal year ended December 27, 2025.
	12.	Vote on the Swiss Statutory Non-Financial Matters Report
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve Garmin’s Swiss Statutory Non-Financial Matters Report for the fiscal year ended December 27, 2025.
	13.	Binding vote to approve Fiscal Year 2027 maximum aggregate compensation for the Executive Management (as defined in this Proxy Statement)
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve the maximum aggregate compensation that can be paid or granted to the members of the Executive Management in Fiscal Year 2027 in an amount not to exceed $19,000,000.
	14.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2026 annual general meeting and the 2027 annual general meeting
		Proposal of the Board of Directors
		The Board of Directors proposes to the Annual Meeting to approve the maximum aggregate compensation that can be paid or granted to the members of the Board of Directors between the 2026 annual general meeting and the 2027 annual general meeting in an amount not to exceed $1,800,000.

Information concerning the matters to be acted upon at the Annual Meeting is contained in the accompanying proxy statement (the “Proxy Statement”).

A proxy card is being sent with this Proxy Statement to each holder of shares registered in Garmin’s share register with voting rights at the close of business, U.S. Eastern Time, on April 10, 2026, which is the record date for the Annual Meeting. In addition, a proxy card will be sent with this Proxy Statement to each additional holder of shares who is registered with voting rights in Garmin’s share register as of 5:00 p.m., U.S. Eastern Time, on May 22, 2026. Shareholders registered in Garmin’s share register with voting rights as of 5:00 p.m., U.S. Eastern Time, on May 22, 2026 are entitled to notice of, and to exercise voting rights, including by giving instructions to our independent voting rights representative (in the manner as further set out in the accompanying Proxy Statement) with respect to the matters to be resolved upon at, the Annual Meeting and any adjournments thereof. Under our Articles of Association, shareholders of record may also grant proxies to a third party, who need not be a shareholder.

Under U.S. Securities and Exchange Commission (the “SEC”) rules that allow issuers to furnish proxy materials to their shareholders on the Internet we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our beneficial owners of shares held in “street name” through a broker or other nominee as of April 10, 2026 and to participants in the Garmin International, Inc. Retirement Plan with a beneficial interest in our shares as of April 10, 2026, and we are mailing our proxy materials to shareholders whose shares are held directly in their names with our transfer agent, Computershare Trust Company, N.A., as of May 22, 2026. Garmin’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (the “2025 Annual Report”), which contains the consolidated financial statements of Garmin, the Swiss statutory financial statements of Garmin and the Auditor’s Reports, each for the fiscal year ended December 27, 2025, are available in the Investor Relations section of Garmin’s website www.garmin.com. Copies of the 2025 Annual Report, the Swiss statutory financial statements, the Auditor’s Reports, the Swiss Compensation Report and the Swiss Non-Financial Matters Report may also be obtained without charge by contacting Garmin’s Investor Relations department at +1 (913) 397-8200.

If you received the Notice, you can access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Notice.

If you received these proxy materials through the mail, please use the enclosed proxy card to direct the vote of your shares. Please date the proxy card, sign it and promptly return it in the enclosed envelope, which requires no postage if mailed in the United States, or you may exercise your voting rights by Internet or by telephone using the instructions provided on the proxy card.

Please note that under the current rules of the New York Stock Exchange, your broker will not be able to exercise voting rights with respect to your shares at the Annual Meeting on the election of directors and on certain other proposals described in the attached Proxy Statement if you have not given your broker instructions on how to exercise voting rights with respect to your shares. Please be sure to give instructions to your broker so that your vote can be counted on the election and such other proposals.

April 22, 2026

By Order of the Board of Directors,

Joshua H. Maxfield

Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 5, 2026

This Proxy Statement and Garmin’s 2025 Annual Report are available at https://materials.proxyvote.com/H2906T

GARMIN LTD. - 2026 Proxy Statement 5

Table of Contents

BEAT YESTERDAY		8

PROXY STATEMENT SUMMARY		9

2025 Business Highlights		9

Executive Compensation		9

Director Nominees		9

Items of Business and Board Voting Recommendations		10

CORPORATE GOVERNANCE		11

Governance Highlights		11

Board Independence		11

Board and Committee Structure		11

Overboarding Policy		14

Board Oversight of Risk		14

Board and Committee Meetings and Attendance		14

Annual Board and Committee Self-Evaluations		14

Compensation Committee Interlocks and Insider Participation		15

Related Person Policy and Transactions		15

Compensation and Risk		15

Communications with the Board		15

Insider Trading Policy		15

Code of Conduct		16

DIRECTORS		17

Board Composition		17

Nominees for Election		17

Compensation of Directors		20

EXECUTIVE COMPENSATION MATTERS		21

Compensation Committee Report		21

Compensation Discussion and Analysis		21

Executive Compensation Tables		28

CEO Pay Ratio Disclosure		31

2025 Pay Versus Performance		32

PROPOSALS		36

PROPOSAL ONE	Approval of Garmin’s 2025 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 27, 2025 and the statutory financial statements of Garmin for the fiscal year ended December 27, 2025	36

PROPOSAL TWO	Approval of the appropriation of available earnings	37

PROPOSAL THREE	Payment of a cash dividend in the aggregate amount of $4.20 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments	38

PROPOSAL FOUR	Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 27, 2025	39

PROPOSAL FIVE	Re-election of six directors	40

PROPOSAL SIX	Re-election of the Chairman	41

PROPOSAL SEVEN	Re-election of four Compensation Committee members	42

PROPOSAL EIGHT	Re-election of the independent voting rights representative	43

PROPOSAL NINE	Ratification of the appointment of Ernst & Young LLP as Garmin’s Independent Registered Public Accounting Firm for the fiscal year ending December 26, 2026 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term	44

PROPOSAL TEN	Advisory vote to approve the compensation of Garmin’s Named Executive Officers	45

PROPOSAL ELEVEN	Advisory vote on the Swiss Statutory Compensation Report	46

PROPOSAL TWELVE	Vote on the Swiss Statutory Non-Financial Matters Report	47

PROPOSAL THIRTEEN	Binding vote to approve Fiscal Year 2027 maximum aggregate compensation for the Executive Management	48

PROPOSAL FOURTEEN	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2026 annual general meeting and the 2027 annual general meeting	49

AUDIT MATTERS		50

GENERAL INFORMATION		52

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		56

ANNEX 1 2025 Swiss Statutory Compensation Report		A-1

ANNEX 2 2025 Swiss Statutory Non-Financial Matters Report		A-18

•	Record consolidated revenue of $7.25 billion, a 15% increase compared to the prior year
•	All business segments posted record full-year revenue
•	Record operating income of $1.88 billion, an 18% increase compared to the prior year
•	Shipped over 20 million units, a new record.

1.	Approval of Garmin’s 2025 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 27, 2025 and the statutory financial statements of Garmin for the fiscal year ended December 27, 2025;
2.	Approval of the appropriation of available earnings;
3.	Approval of the payment of a cash dividend in the aggregate amount of $4.20 per outstanding share out of Garmin’s reserve from capital contribution in four equal installments;
4.	Discharge of the members of the Board and the Executive Management from liability for the fiscal year ended December 27, 2025;
5.	Re-election of six directors;
6.	Re-election of the Chairman;
7.	Re-election of four Compensation Committee members;
8.	Re-election of the independent voting rights representative;
9.	Ratification of the appointment of Ernst & Young LLP as Garmin’s independent registered public accounting firm for the fiscal year ending December 26, 2026 and re-election of Ernst & Young Ltd as Garmin’s statutory auditor for another one-year term;
10.	Advisory vote to approve the compensation of Garmin’s Named Executive Officers;
11.	Advisory vote on the Swiss Statutory Compensation Report;
12.	Vote on the Swiss Statutory Non-Financial Matters Report;
13.	Binding vote to approve Fiscal Year 2027 maximum aggregate compensation for the Executive Management; and
14.	Binding vote to approve maximum aggregate compensation for the Board of Directors for the period between the 2026 annual general meeting and the 2027 annual general meeting.

•	Four out of six director nominees are independent
•	Only independent directors are members of our Audit, Compensation, and Nominating and Governance Committees
•	Regularly scheduled Board meetings include executive sessions during which no members of management are present
•	All directors are elected annually for a one-year term
•	Majority vote required in director elections
•	Members of the Compensation Committee are elected annually by the shareholders for a one-year term
•	The Board and its committees conduct annual self-evaluations led by experienced independent outside counsel, including one-on-one interviews
•	A shareholder-approved “overboarding” policy that limits the number of boards of other public companies our directors can serve on
•	Board size and structure that enables each independent director to be highly engaged and to have direct access to and significant interaction with our management
•	The Board regularly reviews Board and executive succession planning

•	Assist the Board in overseeing the quality and integrity of Garmin’s financial statements and the accounting and financial reporting processes, both internal and external
•	Appoint and oversee Garmin’s independent registered public accounting firm, including their qualifications and independence, and preapprove fees
•	Oversee Garmin’s internal controls, including the internal audit function
•	Assist the Board in overseeing Garmin’s compliance and ethics programs, including those related to ethics, legal and regulatory matters
•	Discuss with Garmin’s management guidelines and policies to govern the process by which risk assessment and risk management is handled

•	Review, approve and oversee Garmin’s compensation philosophy for executive officers, and oversee the development and implementation of compensation programs aligned with Garmin’s goals and objectives
•	Annually review and approve corporate goals and objectives relevant to the compensation of the Executive Chairman and CEO, evaluate the performance of the Executive Chairman and CEO and determine and approve the compensation levels, as well as the components and structure of the compensation packages, of the Executive Chairman and CEO
•	Determine the compensation levels, as well as the components and structure of the compensation packages, of other Garmin executive officers
•	Review and recommend to the Board any changes in the amount, components and structure of compensation paid to the non-employee members of the Board for their service on the Board and its committees
•	Prepare and recommend to the Board the proposals for submission at the annual general meeting of shareholders regarding the maximum aggregate compensation of the members of the Board and designated members of Executive Management in accordance with applicable Swiss law
•	Review and discuss with management the proposed Compensation Discussion and Analysis section (“CD&A”) of Garmin’s annual general meeting proxy statement and, based on such review and discussion, make a recommendation to the Board regarding inclusion of the CD&A in the proxy statement
•	Produce the annual Compensation Committee Report required by applicable SEC rules and regulations
•	Review and discuss with management the report regarding the compensation of the members of the Board and Garmin’s Executive Management to accompany Garmin’s statutory financial statements in accordance with Swiss law, and make a recommendation to the Board regarding inclusion of such report with the statutory financial statements
•	Oversee Garmin’s equity incentive plans
•	Review the design and oversee the administration of Garmin’s other broad-based employee compensation and benefit programs
•	Review potential risks related to Garmin’s compensation programs and policies

•	Make recommendations to the Board regarding the composition, size, role and functions of the Board
•	Determine director selection criteria and conduct searches for prospective directors whose skills and attributes reflect these criteria
•	Evaluate and recommend nominees for election to the Board
•	Evaluate and make recommendations to the Board concerning the appointment of directors to serve on each standing committee and the selection of Board committee chairs, except that, as required by mandatory Swiss law, members of the Compensation Committee are elected by the shareholders
•	Evaluate and make recommendations to the Board of a nominee for election by the shareholders to serve as Chairman of the Board
•	Evaluate prior to each annual general meeting, and report to the Board on, the financial literacy of the Audit Committee members and whether the Audit Committee has at least one “audit committee financial expert” and one Audit Committee member who has accounting or related financial management expertise
•	Evaluate prior to each annual general meeting, and report to the Board on, the independence of director nominees and Board members under applicable laws, regulations, and stock exchange listing standards
•	Create and implement a process for the Board to annually evaluate its own performance
•	Annually review the Nominating Committee’s own performance and verify that the other standing Board committees have annually evaluated their own performance
•	Oversee and make recommendations to the Board regarding corporate governance matters, including Garmin’s Corporate Governance Guidelines, Articles of Association and Organizational Regulations, each of which is available at www.garmin.com/investors/governance

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
Susan M. Ball	$	100,000	$	175,023	$	275,023
Jonathan C. Burrell	$	105,000	$	175,023	$	280,023
Joseph J. Hartnett	$	110,000	$	175,023	$	285,023
Catherine A. Lewis	$	105,000	$	175,023	$	280,023

Name	Title
Clifton A. Pemble (PEO)	President and Chief Executive Officer
Douglas G. Boessen (PFO)	Chief Financial Officer and Treasurer
Patrick G. Desbois	co-Chief Operating Officer
Bradley C. Trenkle	co-Chief Operating Officer
Philip I. Straub	Executive Vice President, Managing Director - Aviation, Garmin International

•	Provide compensation to our Named Executive Officers that is viewed as internally equitable and fair by both the Named Executive Officers and the broader Garmin employee population, while also being externally competitive in order to attract, motivate and retain a highly qualified executive team;
•	Reward Named Executive Officers for individual performance and contribution;
•	Provide incentives to Named Executive Officers to enhance shareholder value; and
•	Reward Named Executive Officers for long-term, sustained individual and Company performance.

Acushnet Holdings Corp.	Teledyne Technologies Incorporated
Brunswick Corporation	Textron Inc.
Deckers Outdoor Corporation	Trimble Inc.
DexCom, Inc.	Visteon Corporation
HEICO Corporation	Winnebago Industries, Inc.
Logitech International S.A.	YETI Holdings, Inc
NetApp, Inc.	Zebra Technologies Corporation
Polaris Inc.

Name	2023		2024		2025
Mr. Pemble	$	1,350,962	$	1,400,000	$	1,400,000
Mr. Boessen	$	750,577	$	780,385	$	800,577
Mr. Desbois	$	801,443	$	875,481	$	900,577
Mr. Trenkle	$	N/A	$	550,962	$	601,923
Mr. Straub	$	751,442	$	825,481	$	850,577

Performance Measures	Weighting	Performance Targets	Actual Results	Status
Revenue	25%	$ 6.300B	$ 7.246B	• Results were certified by the Compensation Committee in February 2026 (175%). • The 2025 PC-RSUs vest 175% in three equal annual installments beginning in February 2026.
Revenue	Up to 50% interpolated linearly for revenue between $6.300B and $7.050B		$ 7.246B
Operating Income	25%	$ 1.675B	$ 1.876B
Operating Income	Up to 75% interpolated linearly for operating income between $1.675B and $1.800B		$ 1.876B

Name & Principal Position	Year	Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Clifton A. Pemble	2025	$	1,400,000	$	358	$	6,300,085	$	43,911	$	7,744,354
President & Chief Executive Officer	2024	$	1,400,000	$	358	$	5,800,074	$	40,473	$	7,240,905
	2023	$	1,350,962	$	333	$	5,150,023	$	39,348	$	6,540,666
Douglas G. Boessen	2025	$	800,577	$	358	$	1,699,877	$	43,911	$	2,544,723
Chief Financial Officer & Treasurer	2024	$	780,385	$	358	$	1,475,121	$	40,473	$	2,296,337
	2023	$	750,577	$	333	$	1,249,990	$	39,348	$	2,040,248
Philip I. Straub	2025	$	850,577	$	358	$	1,825,335	$	41,098	$	2,717,368
Executive Vice President, Managing Director-Aviation	2024	$	825,481	$	358	$	1,649,948	$	40,473	$	2,516,260
	2023	$	751,442	$	4,579	$	1,449,866	$	39,348	$	2,245,235
Patrick G. Desbois	2025	$	900,577	$	358	$	2,150,002	$	41,098	$	3,092,035
co-Chief Operating Officer	2024	$	875,481	$	358	$	2,000,237	$	40,473	$	2,916,549
	2023	$	801,443	$	333	$	1,700,084	$	39,348	$	2,541,208
Bradley C. Trenkle⁽⁴⁾	2025	$	601,923	$	358	$	1,750,142	$	35,473	$	2,387,896
co-Chief Operating Officer	2024	$	550,962	$	358	$	1,349,859	$	34,098	$	1,935,277

(1)	For 2025, amounts reported reflect annual holiday cash bonuses.
(2)	For 2025, this column shows the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to PC-RSU and RSU awards granted in 2025. See the Grants of Plan-Based Awards table for information, including material assumptions, on awards made in 2025.
(3)	For 2025, All Other Compensation for 2025 includes amounts contributed by the Company (in the form of base and matching contributions) to the trust and in the Named Executive Officers’ benefit under the Company’s qualified 401(k) plan. With regard to 2025, Mr. Pemble and Mr. Boessen each received $17,500 in base contributions as well as $26,063 in Company matching contributions related to the qualified 401(k) plan. Mr. Straub and Mr. Desbois received $17,500 in base contributions and $23,250 in Company matching contributions. Mr. Trenkle received $17,500 in base contributions and $17,625 in Company matching contributions. All Other Compensation for 2023, 2024, and 2025 includes premiums on life insurance for all Named Executive Officers.
(4)	Mr. Trenkle first became a Named Executive Officer in 2024.

				Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards⁽¹⁾
Name	Award Type	Approval Date	Grant Date	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards⁽¹⁾
Clifton A. Pemble	PC-RSUs	2/14/2025	2/25/2025	3,759	15,036	26,313		$	3,300,252
	RSUs	12/5/2025	12/15/2025				14,964	$	2,999,833
Douglas G. Boessen	PC-RSUs	2/14/2025	2/25/2025	968	3,873	6,778		$	850,085
	RSUs	12/5/2025	12/15/2025				4,239	$	849,792
Philip I. Straub	PC-RSUs	2/14/2025	2/25/2025	997	3,987	6,977		$	875,107
	RSUs	12/5/2025	12/15/2025				4,740	$	950,228
Patrick G. Desbois	PC-RSUs	2/14/2025	2/25/2025	1,225	4,899	8,573		$	1,075,282
	RSUs	12/5/2025	12/15/2025				5,361	$	1,074,720
Bradley C. Trenkle	PC-RSUs	2/14/2025	2/25/2025	854	3,417	5,980		$	749,997
	RSUs	12/5/2025	12/15/2025				4,989	$	1,000,145

(1)	This column represents the grant date fair value of PC-RSUs and RSUs computed in accordance with FASB ASC Topic 718.
•	For PC-RSUs, that amount assumes 100% (Target) of performance conditions will be met and is calculated by multiplying the closing price of Garmin shares on The New York Stock Exchange on the date of grant, discounted in accordance with accounting requirements to reflect that dividend equivalents are not paid on the PC-RSUs, by the number of target units awarded. At 175% of Target (Maximum) the grant date fair value of PC-RSUs would be $5,775,440, $1,487,648, $1,531,437, $1,881,743, and $1,312,495, respectively, for Mr. Pemble, Mr. Boessen, Mr. Straub, Mr. Desbois, and Mr. Trenkle.
•	For RSUs, that amount is calculated by multiplying the closing price of Garmin shares on The New York Stock Exchange on the date of grant, discounted in accordance with accounting requirements to reflect that dividend equivalents are not paid on the RSUs, by the number of units awarded.
•	For additional information on the valuation assumptions with respect to the 2025 grants, refer to Note 10 of Garmin’s financial statements in the Form 10-K for the fiscal year ended December 27, 2025, as filed with the SEC.

			Stock Awards
Name	Award Type	Grant Date⁽¹⁾	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾
Clifton A. Pemble	RSUs	12/15/2023	7,457	$	1,532,488
	RSUs	12/15/2024	9,214	$	1,893,569
	RSUs	12/15/2025	14,964	$	3,075,252
	PC-RSUs	2/25/2023	12,942	$	2,659,710
	PC-RSUs	2/25/2024	26,006	$	5,344,493
	PC-RSUs	2/25/2025	15,036	$	3,090,048
Douglas G. Boessen	RSUs	12/15/2023	1,726	$	354,710
	RSUs	12/15/2024	2,622	$	538,847
	RSUs	12/15/2025	4,239	$	871,157
	PC-RSUs	2/25/2023	3,302	$	678,594
	PC-RSUs	2/25/2024	5,828	$	1,197,712
	PC-RSUs	2/25/2025	3,873	$	795,940
Philip I. Straub	RSUs	12/15/2023	2,071	$	425,611
	RSUs	12/15/2024	2,700	$	554,877
	RSUs	12/15/2025	4,740	$	974,117
	PC-RSUs	2/25/2023	3,698	$	759,976
	PC-RSUs	2/25/2024	7,176	$	1,474,740
	PC-RSUs	2/25/2025	3,987	$	819,368
Patrick G. Desbois	RSUs	12/15/2023	2,348	$	482,537
	RSUs	12/15/2024	3,178	$	653,111
	RSUs	12/15/2025	5,361	$	1,101,739
	PC-RSUs	2/25/2023	4,490	$	922,740
	PC-RSUs	2/25/2024	8,968	$	1,843,014
	PC-RSUs	2/25/2025	4,899	$	1,006,793
Bradley C. Trenkle	RSUs	12/15/2023	1,450	$	297,990
	RSUs	12/15/2024	2,224	$	457,054
	RSUs	12/15/2025	4,989	$	1,025,289
	PC-RSUs	2/25/2023	2,641	$	542,752
	PC-RSUs	2/25/2024	5,828	$	1,197,712
	PC-RSUs	2/25/2025	3,417	$	702,228

(1)	All RSUs, if not forfeited, vest at the rate of one-third per year on the first, second and third anniversaries of the grant date. Upon certification of performance criteria, all PC-RSUs, if not forfeited, vest at the rate of one-third per year on the first, second and third anniversaries of the grant date.
(2)	Determined by multiplying the number of units by $205.51, which was the closing price of Garmin shares on The New York Stock Exchange on December 26, 2025.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Clifton A. Pemble	44,693	$	9,749,756
Douglas G. Boessen	10,685	$	2,331,176
Philip I. Straub	13,190	$	2,870,413
Patrick G. Desbois	15,585	$	3,398,480
Bradley C. Trenkle	9,836	$	2,142,804

PROXY STATEMENT SUMMARY

2025 Business Highlights

Executive Compensation

Director Nominees

Items of Business and Board Voting Recommendations

CORPORATE GOVERNANCE

Governance Highlights

Board Independence

Board and Committee Structure

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Overboarding Policy

Board Oversight of Risk

Board and Committee Meetings and Attendance

Annual Board and Committee Self-Evaluations

Compensation Committee Interlocks and Insider Participation

Related Person Policy and Transactions

Compensation and Risk

Communications with the Board

Insider Trading Policy

Code of Conduct

DIRECTORS

Board Composition

Nominees for Election

Compensation of Directors

2025 Non-Management Director Compensation

EXECUTIVE COMPENSATION MATTERS

Compensation Committee Report

Compensation Discussion and Analysis

Our Compensation Philosophy

Objectives of the Compensation Program

Key Compensation Governance Features

Engagement with Our Shareholders

Consideration of Last Year’s “Say on Pay” Vote

How We Determine Executive Compensation

Role of the Compensation Committee

Role of Management

Role of Compensation Consultant

Factors We Consider When Determining Compensation for Individual Executives

Primary Elements of Compensation

Base Salary

Long-Term Performance: Restricted Stock Units

Employee Stock Purchase Plan

Benefits; Retirement Contributions

Other Considerations

Stock Ownership Guidelines

Policy Regarding Hedging and Pledging of Garmin Securities

Recovery of Performance-Based Compensation

Grant Practices Specific to Stock Option Awards

Severance Agreements

Change of Control Benefits

Executive Compensation Tables

2025 Summary Compensation Table

2025 Grants of Plan-Based Awards

Outstanding Equity Awards at 2025 Fiscal Year-End

2025 Option Exercises and Stock Vested

Potential Payments Upon Termination or Change of Control

CEO Pay Ratio Disclosure

2025 Pay Versus Performance

Name	Voluntary		For Cause		Death		Disability		Without Cause		Involuntary Termination within 12 months of Change in Control
Clifton A. Pemble	$	-	$	-	$	17,595,560	$	17,595,560	$	-	$	17,595,560
Douglas G. Boessen	$	-	$	-	$	4,436,960	$	4,436,960	$	-	$	4,436,960
Philip I. Straub	$	-	$	-	$	5,008,689	$	5,008,689	$	-	$	5,008,689
Patrick G. Desbois	$	-	$	-	$	6,009,934	$	6,009,934	$	-	$	6,009,934
Bradley C. Trenkle	$	-	$	-	$	4,223,025	$	4,223,025	$	-	$	4,223,025

					Average Summary Compensation Table Total for Non-PEO Named Executive Officers		Average Compensation Actually Paid to Non-PEO Named Executive Officers		Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO						Total Shareholder Return		Peer Group Total Shareholder Return		Net Income		Operating Income
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2025	$	7,744,354	$	7,788,412	$	2,685,506	$	2,701,048	$	190.56	$	153.99	$	1,663,887,000	$	1,876,076,000
2024	$	7,240,905	$	18,055,818	$	2,416,106	$	5,343,825	$	191.05	$	145.21	$	1,411,436,000	$	1,593,994,000
2023	$	6,540,666	$	10,679,153	$	2,113,742	$	3,241,006	$	115.27	$	111.58	$	1,289,636,000	$	1,092,160,000
2022	$	4,585,595	$	900,886	$	1,888,561	$	698,576	$	80.56	$	78.35	$	973,585,000	$	1,027,845,000
2021	$	4,238,341	$	5,967,081	$	1,694,354	$	2,271,591	$	113.95	$	124.43	$	1,082,200,000	$	1,218,620,000

Year	SCT Total		Deduction of Reported Value of Equity Awards			Equity Award Adjustments			CAP
				(i)			(ii)
2025	$	7,744,354	$	(6,300,085	)	$	6,344,143		$	7,788,412
2024	$	7,240,905	$	(5,800,074	)	$	16,614,987		$	18,055,818
2023	$	6,540,666	$	(5,150,023	)	$	9,288,510		$	10,679,153
2022	$	4,585,595	$	(3,323,452	)	$	(361,257	)	$	900,886
2021	$	4,238,341	$	(3,003,686	)	$	4,732,426		$	5,967,081

(i)	Represents the grant date fair value of equity based awards granted for each year shown, as reported in the SCT. As required under Item 402(v) of Regulation S-K, this value is deducted from SCT total compensation to calculate CAP for each year shown.
(ii)	Represents the value of equity award adjustments for each year shown, as calculated in accordance with the methodology required under Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the equity award adjustments are provided in the supplemental table below:

Equity Award Adjustments for PEO	2025			2024		2023		2022			2021
RSUs:
Year-End Fair Value of Awards Granted During Year that Remain Unvested as of Year-End	$	3,075,252		$	2,893,565	$	2,875,568	$	1,850,599		$	1,663,383
Change in Fair Value (From Prior Year-End to Current Year-End) of Awards Granted Prior to Current Year that Remain Unvested as of Year-End	$	(64,183	)	$	1,745,550	$	634,049	$	(513,916	)	$	173,666
Change in Fair Value (From Prior Year-End to Vesting Date) of Awards Granted Prior to Current Year that Vested During Year	$	(39,933	)	$	1,586,411	$	498,869	$	(516,070	)	$	208,362
PC-RSUs:
Year-End Fair Value of Awards Granted During Year that Remain Unvested as of Year-End	$

SEC Form DEF 14A filed by Garmin Ltd.