Unassociated Document
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 Act of 1934
Date
of Report (Date of earliest event reported): December 12,
2008
GARMIN
LTD.
(Exact
name of registrant as specified in its charter)
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0-31983
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98-0229227
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(State
or other
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(Commission
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(I.R.S.
Employer
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File
Number)
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Identification
No.)
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of
incorporation)
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P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (345) 640-9050
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 (see General
Instruction A.2. below):
¨ 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
December 12, 2008, the Compensation Committee of the Board of Directors of
Garmin Ltd. ("Garmin") approved forms of a time vested restricted stock unit
award agreement and a performance shares award agreement to be used in
connection with awards made under the Garmin Ltd. 2005 Equity Incentive Plan
("2005 Equity Plan"). The performance shares award agreement was used
for the December 12, 2008 grants of performance shares to the following
executive officers of Garmin: Danny J. Bartel, Vice President – Worldwide Sales;
Andrew R. Etkind, Vice President, General Counsel and Secretary; Clifton A.
Pemble, President and Chief Operating Officer; and Kevin Rauckman,
Chief Financial Officer. Pursuant to the performance shares awards, Garmin will
transfer to award holders unrestricted Garmin common shares on January 31, 2012,
if the award holder is still employed by Garmin as of December 31, 2011 and the
designated performance condition has been achieved. The time vested
restricted stock unit award agreement was used for the December 12, 2008 grants
of restricted stock units to employees, including the above-named executive
officers, and is expected to be used in connection with all future time vested
restricted stock unit grants awarded under the 2005 Equity Plan to employees and
executive officers. Pursuant to the restricted stock unit awards, Garmin will
transfer to award holders unrestricted Garmin common shares on each designated
payment date, if the award holder is still employed by Garmin on the designated
payment date. The December 12, 2008 grants of restricted
stock units to the above named executive officers, which each vest over a five
year period in equal annual installments beginning on December 12, 2009, were
each previously reported on a Form 4 filed with the Securities and Exchange
Commission on December 15, 2008. Copies of the forms of time vested
restricted stock unit award agreement and performance shares award agreement are
attached hereto as Exhibits 10.1 and 10.2, respectively, and are hereby
incorporated by reference in this Item 5.02.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Form
of Time Vested Restricted Stock Unit Award Agreement under the 2005 Equity
Plan
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10.2
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Form
of Performance Shares Award Agreement under the 2005 Equity
Plan
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SIGNATURE
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.
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GARMIN
LTD.
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Date: December
17, 2008
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/s/
Andrew R. Etkind
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Andrew
R. Etkind
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Vice
President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Form
of Time Vested Restricted Stock Unit Award Agreement under the 2005 Equity
Plan
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10.2
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Form
of Performance Shares Award Agreement under the 2005 Equity
Plan
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