x |
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
¨ |
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Materials under §240.14a-12
|
x |
No
fee required
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11
|
4)
|
Proposed
maximum aggregate value of transaction:
|
5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
O-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
1)
|
Amount
Previously
Paid:__________________________________________
|
2)
|
Form
Schedule or Registration Statement
No.:_________________________
|
3)
|
Filing
Party:____________________________________________________
|
4)
|
Date
Filed:_____________________________________________________
|
1.
|
A
proposal
to effect a two-for-one stock split of the Company's common
shares,
as described in the accompanying Proxy Statement;
and
|
2.
|
Such
other matters as may properly be brought before the Extraordinary
Meeting
or any adjournment thereof.
|
Page
|
|
2
|
|
2
|
|
4
|
|
6
|
|
7
|
|
7
|
|
A-1
|
|
B-1
|
Name
and Address
|
Common
Shares(1)
|
Percent
of
Class(2)
|
|||||
Gary
L. Burrell(3)
|
15,631,785(4
|
)
|
14.4
|
%
|
|||
Shareholder
|
|||||||
Capital
Research and Management Company(5)
Shareholder
|
7,441,700
|
6.9
|
%
|
||||
FMR
Corp.(6)
Shareholder
|
5,817,889
|
5.4
|
%
|
||||
Ruey-Jeng
Kao(7)
Shareholder
|
6,472,481
|
6.0
|
%
|
||||
Gene
M. Betts
Director
|
3,413(8
|
)
|
*
|
||||
Donald
H. Eller, Ph.D.
Director
|
1,110,852(9
|
)
|
1.0
|
%
|
|||
Andrew
R. Etkind
General
Counsel and Corporate Secretary
|
30,435(10
|
)
|
*
|
||||
Min
H. Kao, Ph.D.
Director,
Chairman and CEO
|
23,530,490(11
|
)
|
21.7
|
%
|
|||
Gary
Kelley
Vice
President, Marketing
Garmin
International, Inc.
|
27,205(12
|
)
|
*
|
||||
Charles
W. Peffer
Director
|
2,402(13
|
)
|
*
|
||||
Clifton
A. Pemble
Director
and Vice
President, Engineering
Garmin
International, Inc.
|
29,307(14
|
)
|
*
|
||||
Brian
J. Pokorny
Vice
President, Operations
Garmin
International, Inc.
|
16,627(15
|
)
|
*
|
||||
Kevin
Rauckman
Chief
Financial Officer and Treasurer
|
27,536(16
|
)
|
*
|
||||
Thomas
A. McDonnell
Director
|
26,850(17
|
)
|
*
|
||||
All
Executive Officers and Directors as a Group
(10
persons)
|
24,805,117(18
|
)
|
22.9
|
%
|
|||
* |
Less
than 1% of the outstanding Common
Shares
|
(1) |
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission (“SEC”). In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares subject to options held by that person that are currently
exercisable at the Record Date or within 60 days of such date are
deemed
outstanding. The holders may disclaim beneficial ownership of any
such
shares that are owned by or with family members, trusts or other
entities.
Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, to the Company’s knowledge, each
shareholder named in the table has sole voting power and dispositive
power
with respect to the shares set forth opposite such shareholder’s
name.
|
(2) |
The
percentage is based upon the number of shares outstanding as of the
Record
Date and computed as described in footnote (1)
above.
|
(3) |
Mr. Burrell’s
address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062.
|
(4) |
The
number of Common Shares reported includes 431,782 Common Shares held
by
Judith M. Burrell, Mr. Burrell’s wife, over which Mr. Burrell
does not have any voting or dispositive power. Mr. Burrell disclaims
beneficial ownership of these shares owned by his
wife.
|
(5) |
The
address of Capital Research and Management Company is 333 South Hope
Street, 55th
Floor, Los Angeles, California 90071. The number of Common Shares
is based
on a Schedule 13G filed on February 10,
2006.
|
(6) |
The
address of FMR Corporation is 82 Devonshire Street, Boston, Massachusetts
02109. The number of Common Shares is based on a Schedule 13G filed
on
February 14, 2006.
|
(7) |
Mr. Kao’s
address is c/o Fortune Land Law Offices, 8th
Floor, 132, Hsinyi Road, Section 3, Taipei, Taiwan. Mr. Kao is the
brother of Dr. Kao. The information is based on Amendment No. 4 filed
January 17, 2006 to Schedule 13G filed February 9,
2001.
|
(8) |
Mr. Betts’
beneficial ownership includes 3,413 shares that may be acquired through
options that are currently exercisable or will become exercisable
within
60 days of the Record Date.
|
(9) |
Dr. Eller’s
beneficial ownership includes 200,000 shares subject to a variable
prepaid
forward agreement and 6,850 shares that may be acquired through options
that are currently exercisable or will become exercisable within
60 days
of the Record Date.
|
(10) |
Mr. Etkind’s
beneficial ownership includes 435 shares held in the 401(k) Plan
and
24,200 shares that may be acquired through options that are currently
exercisable or will become exercisable within 60 days of the Record
Date.
|
(11) |
Dr.
Kao’s address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062. Of the 23,530,490 Common Shares, (i)
5,704,794 Common Shares are held by the Min-Hwan Kao Revocable Trust
9/28/95, over which Dr. Kao has sole voting and dispositive power,
(ii) 15,221,784 Common Shares are held by revocable trusts established
by
Dr. Kao’s children over which Dr. Kao has shared voting and
dispositive power, and (iii) 2,603,912 Common Shares are held by
a
revocable trust established by Dr. Kao’s wife, over which
Dr. Kao does not have any voting or dispositive power. Dr. Kao
disclaims beneficial ownership of those shares owned by the revocable
trust established by his wife and by the revocable trusts established
by
his children.
|
(12) |
Mr. Kelley’s
beneficial ownership includes 20,100 shares that may be acquired
through
options that are currently exercisable or will become exercisable
within
60 days of the Record Date.
|
(13) |
Mr.
Peffer’s beneficial ownership includes 902 shares that may be acquired
through options that are currently exercisable or will become exercisable
within 60 days of the Record Date.
|
(14) |
Mr. Pemble’s
beneficial ownership includes 26,900 shares that may be acquired
through
options that are currently exercisable or will become exercisable
within
60 days of the Record Date.
|
(15) |
Mr.
Pokorny’s beneficial ownership includes 13,500 shares that may be acquired
through options that are currently exercisable or will become exercisable
within 60 days of the Record Date. The number of Common Shares reported
includes 2,386 Common Shares held by a revocable trust established
by Mr.
Pokorny’s wife, over which Mr. Pokorny does not have any voting or
dispositive power. Mr. Pokorny disclaims beneficial ownership of
those
shares owned by the revocable trust established by his
wife.
|
(16) |
Mr. Rauckman’s
beneficial ownership includes 23,000 shares that may be acquired
through
options that are currently exercisable or will become exercisable
within
60 days of the Record Date. The number of Common Shares reported
includes
2,550 Common Shares held by a revocable trust established by
Mr. Rauckman’s wife, over which Mr. Rauckman does not have any
voting or dispositive power. Mr. Rauckman disclaims beneficial
ownership of these shares owned by the revocable trust established
by his
wife.
|
(17) |
Mr. McDonnell’s
beneficial ownership includes 6,850 shares that may be acquired through
options that are currently exercisable or will become exercisable
within
60 days of the Record Date.
|
(18) |
The
number includes 151,713 shares that may be acquired through options
that
are currently exercisable or will become exercisable within 60 days
of the
Record Date. Individuals in the group have disclaimed beneficial
ownership
as to a total of 17,844,873 of the shares
listed.
|
1. |
Approval
of proposal to effect a two-for-one stock split of the Company's
common
shares as described in the Proxy Statement of the Company dated June
8,
2006
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
2. |
In
their discretion, the Proxies are authorized to vote with respect
to any
other matters that may properly come before the Extraordinary General
Meeting or any adjournment thereof, including matters incident to
its
conduct.
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|