Good day, everyone. My name is Ellie, and I will be your conference operator for today. Welcome to 2024 Annual General Meeting of Shareholders of Garmin Ltd. All lines have been muted to prevent background noise. I'd like to hand over the call to Andrew Etkind, Vice President, General Counsel, and Secretary of Garmin Ltd. Please go ahead.
Good afternoon to those here in Zurich, and good morning to those in North America listening to the webcast. My name is Andrew Etkind. I'm Vice President, General Counsel, and Secretary of Garmin Limited. I'm acting as Chairperson of this 2024 Annual General Meeting of Garmin Limited, pursuant to Article 16 of the company's Articles of Association. 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 2023 and the first quarter of 2024.
From Zurich, a warm welcome to our shareholders who are attending this webcast. Thank you for joining. 2023 was another record-breaking year. We delivered record consolidated revenue of $5.23 billion, increasing 8% over the previous year, with operating income increasing 6% to nearly $1.1 billion. Our success was driven by our diverse segments and strong customer demand across our product lines. Throughout the year, we launched many new products and received numerous awards and recognition. Forbes ranked Garmin number two on their list of best large employers in America. We are honored to be recognized for creating a best-in-class workplace. Our teams were recognized with multiple accolades, including being ranked number one in customer support for the 20th consecutive year by both Professional Pilot and Aviation International News.
For the ninth consecutive year, we were recognized as System Supplier of the Year by Embraer for outstanding performance as a supplier of advanced integrated cockpit systems. Also, in 2023, we were named Manufacturer of the Year by the National Marine Electronics Association, received the Innovation Award from the International Boat Builders Exhibition, and were recognized as the most innovative marine company by Trade Only, a leading trade publication for the recreational boating industry. 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 2023, and I want to thank Garmin's amazing associates worldwide for their tremendous dedication and hard work. We're off to a great start in 2024, posting record first quarter revenue and operating income, and I'm confident we're well positioned for long-term success.
Thank you again for joining today, and now I'll turn the call back over to Andrew in Zurich.
Thank you very much, Cliff. Present at this meeting with me is Mr. Jacek Pruski, who is a partner in the law firm of Wuersch & Gering LLP, which firm was elected as independent voting rights representative by shareholder vote at our 2023 Annual General Meeting. Also present are Mr. Rico Fehr of Ernst & Young Limited, Garmin Ltd.'s statutory auditor, and also Mr. Sandro Bucher, who is a notary public in the canton of Zurich. Also here are Mr. David Oser and Ms. Margrit Marty, who are both partners in the law firm of Homburger. I have appointed Mr. Oster as vote counter and Ms. Marty as secretary of this meeting to keep the minutes of the meeting. 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 12, 2024, 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.
Also, in accordance with Swiss law, any additional shareholders who were registered in our share register at the close of business, US Eastern Time, on May 28, 2024, are also entitled to attend, vote, or grant a proxy to vote at this meeting. Shareholders who are registered in Garmin's share register on May 28, 2024, 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 Ltd. 2023 Annual Report to Shareholders, which contains the consolidated and statutory financial statements of Garmin Ltd. for the fiscal year ended December 30, 2023, and the auditor's reports, has been made available on Garmin's website 20 calendar days before the meeting.
I have received an affidavit from Computershare Communication Services, Garmin's mailing agent, stating that notice of this Annual General Meeting, together with a proxy statement, proxy card, annual report, and return envelope, were duly mailed by Computershare to all shareholders of record as of the April 12, 2024, record date, and to any additional shareholders who were registered in our share register between April 12 and May 28, 2024. At the request of the independent voting rights representative, Wuersch & Gering, 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 Wuersch & Gering shared with us the aggregate for, against, and abstain voting instructions of shareholders of record on each proposal on today's agenda today, and therefore not earlier than three business days before the date of this meeting.
Proposals 1 through 15 of this Annual Meeting each requires the affirmative vote of a majority of the votes cast, excluding unmarked, invalid, and non-exercisable votes, and abstentions. Proposal 16 requires the affirmative vote of at least two-thirds of the votes and the absolute majority of the par value of shares each as represented at this meeting. An abstention, blank, or invalid vote will have the effect of a vote against Proposal 16. 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 28, 2024, there were 192,069,504 shares of Garmin Ltd. issued and outstanding, which number excludes 2,831,461 treasury shares. Mr.
Oster, please could you report the number of shares represented at this meeting? There are present in person or represented at this Annual General Meeting 167,618,010 shares, or 87.26%, of the issued and outstanding shares of Garmin Limited entitled to vote at this Annual General Meeting, all of which are represented by the independent voting rights representative. Accordingly, the majority of two-thirds of the votes at this Annual General Meeting for Proposal 16 requires 111,745,340 votes. Thank you, Mr. Oster. A majority of the outstanding 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 Garmin's 2023 Annual Report, including the consolidated financial statements and the statutory financial statements of the company for the 2023 fiscal year. Mr. Fehr of Ernst & Young Limited has informed me that Ernst & Young does not have anything to add to its audit proposal. Proposal 1, approval of the 2023 Annual Report, has been approved with 99.91% of the votes cast. Thank you, Mr. Oster. 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. Mr. Oster, please could you report the voting results on Proposal 2?
Proposal 2, approval of the appropriation of available earnings, has been approved with 99.94% of the votes cast.
Thank you. We move on now to Proposal 3 on the agenda, which is the approval of a cash dividend in the aggregate amount of $3 per outstanding share to be paid out of the company's reserve from capital contribution in four equal installments on dates to be determined by the board of directors. The full text of this 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. Fehr of Ernst & Young Limited has informed me that Ernst & Young has no additional comments on its confirmation regarding the dividend proposal of the board of directors. So, Mr. Oster, please could you report the voting results on this proposal?
Proposal 3, approval of the payment of a cash dividend, has been approved with 99.94% of the votes cast.
Thank you. The next proposal is Proposal 4, which is a proposal to discharge the members of the company's board of directors and the executive management from liability for their activities during the 2023 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 it 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. Mr. Oster, please could you report the voting results on this proposal?
Proposal 4, discharge of the directors and the executive management from liability for activities during the 2023 fiscal year, has been approved with 99.31% of the votes cast.
Thank you. Proposal 5 on the agenda is to re-elect five directors and elect one new director. The board of directors has nominated Jonathan Burrell, Joseph J. Hartnett, Min H. Kao, Catherine A. Lewis, and Clifton A. Pemble for re-election for a term extending until completion of the next Annual General Meeting. Charles W. Peffer is retiring and is not standing for re-election. The board has nominated Susan M. Ball for election as a new director for a term extending until completion of the next Annual General Meeting. Voting is for each director nominee separately. Mr. Oster, please could you report the voting results on this proposal?
All six nominees to the board of directors pursuant to Proposal 5 have been elected with no less than 87.48% of the votes cast.
Thank you, Mr. Oster. We now move on to Proposal 6, which is the re-election of the chairman. The board has nominated Dr. Min H. Kao, who is currently executive chairman of Garmin, for re-election as executive chairman for a term extending until completion of the next Annual General Meeting. Mr. Oster, please could you report the voting results on this proposal?
Proposal 6, Dr. Min H. Kao's re-election as chairman, has been approved with 93.93% of the votes cast.
Thank you. The next proposal is Proposal 7, which is the re-election of three members of the compensation committee of the board of directors and the election of one new member. The board has nominated Jonathan Burrell, Joseph J. Hartnett, and Catherine A. Lewis for re-election as members of the compensation committee for a term extending until completion of the next Annual General Meeting. The board has also nominated Susan M. Ball for election as a member of the compensation committee for a term extending until completion of the next Annual General Meeting. Voting again is for each nominee separately. Mr. Oster, please could you report the voting results on this proposal?
All four nominees for election to the compensation committee pursuant to Proposal 7 have been elected with no less than 95.05% of the votes cast.
Thank you. Proposal 8 is the next proposal on the agenda, and that is for the re-election of the independent voting rights representative. The board has proposed that the New York law firm of Hirsch & Gering LLP be re-elected as the independent voting rights representative for a term extending until completion of the next Annual General Meeting. Hirsch & Gering has lawyers who have experience in Swiss as well as U.S. legal matters. Hirsch & Gering does not perform any other services for Garmin. Mr. Oster, please could you report the voting results on this proposal?
Proposal 8, re-election of the independent voting rights representative has been approved with 99.94% of the votes cast.
Thank you. We move on now to Proposal 9, which is to ratify the appointment of Ernst & Young LLP as Garmin's independent registered public accounting firm for the 2024 fiscal year and to re-elect Ernst & Young Limited as Garmin's statutory auditor for a further one-year term. Mr. Oster, 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 re-election of Ernst & Young Limited as statutory auditor has been approved with 96.85% of the votes cast.
Thank you. The next proposal is Proposal 10, which is an advisory resolution approving the compensation of Garmin's named executive officers as disclosed in the Proxy Statement for this Annual General Meeting. Mr. Oster, please could you now report the voting results on this proposal?
Proposal 10, advisory vote on executive compensation has been approved with 94.97% of the votes cast.
Thank you. We move on now to Proposal 11, which is an advisory vote on the 2023 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. Mr. Oster, please could you report the voting results on this proposal?
Proposal 11, advisory vote on the Swiss statutory compensation report has been approved with 94.20% of the votes cast.
Thank you. The next proposal, Proposal 12, is an advisory vote on the 2023 Swiss statutory non-financial matters report. Under Swiss law, commencing this year, we are required to prepare a statutory non-financial matters report each year that contains certain items determined by Swiss law. A copy of the Swiss statutory compensation report is contained in Annex 2 of the Proxy Statement for this meeting. Mr. Oster, please could you report the voting results on this proposal?
Proposal 12, advisory vote on the Swiss statutory non-financial matters report has been approved with 99.62% of the votes cast.
Thank you. The next proposal is Proposal 13, which is to approve the fiscal year 2025 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. Mr. Oster, please could you report the voting results on this proposal?
Proposal 13, binding vote to approve fiscal year 2025 maximum aggregate compensation for the executive management, has been approved with 95.81% of the votes cast.
Thank you, Mr. Oster. We now move to Proposal 14, which is the proposal to approve the maximum aggregate compensation for the board of directors for the period between this 2024 Annual General Meeting and the 2025 Annual General Meeting as required by Swiss law and our Articles of Association and as disclosed in the proxy statement for this general meeting. Mr. Oster, please could you report the voting results on this proposal?
Proposal 14, binding vote to approve maximum aggregate compensation for the board for the period between the 2024 Annual General Meeting and the 2025 Annual General Meeting has been approved with 99.85% of the votes cast.
Thank you. The next proposal is Proposal 15, which is to approve an amendment and restatement of Garmin's 2005 equity incentive plan. The amendment would increase the maximum number of shares authorized under this plan from 13 million to 18 million and would increase the maximum number of such shares that may be delivered as restricted shares or pursuant to performance units or restricted stock units from 12 million shares to 17 million shares so that Garmin can continue to grant equity compensation as an incentive to employees. The complete text of the proposed amendment is contained in Annex 3 of the proxy statement for this meeting. Mr. Oster, please could you report the voting results on this proposal?
Proposal 15, amendment and restatement of the Garmin Ltd. 2005 equity incentive plan has been approved with 98.02% of the votes cast.
Thank you, Mr. Oster. We now turn to the final proposal, Proposal 16, which is to renew the capital band. Pursuant to Swiss law, under a capital band, the Articles of Association of a company may authorize the board of directors for a maximum period of five years to increase the stated share capital to a maximum of 150% and/or reduce it to a minimum of 50% of the stated share capital. The board of directors believes it is advisable and in the best interest of Garmin for the shareholders to amend the Articles of Association in order to re-authorize the board of directors for a maximum period of one year to increase the stated share capital to a maximum of 120% and/or reduce it to a minimum of 90% of the existing stated share capital of the company.
If Proposal 16 is approved, we will nevertheless seek shareholder approval for any share issuances to the extent required under New York Stock Exchange rules. Under current New York Stock Exchange rules, shareholder approval is generally required with certain enumerated exceptions to issue shares or securities convertible into or exercisable for common shares in one or a series of related transactions if such common shares represent 20% or more of the voting power or outstanding common shares of the company. New York Stock Exchange rules also require shareholder approval for an issuance of shares that would result in a change of control of the company, as well as for share issuances in connection with certain benefit plans or related party transactions.
The board believes that it is customary for public companies incorporated in Switzerland to maintain an authorization for the board of directors to issue shares and that the re-authorization of the Capital Band is prudent to ensure that Garmin maintains financial flexibility. The adoption of the Capital Band does not mean that there will be any increase in share capital. The board does not currently have any plans to issue shares out of the Capital Band. The share capital would only be increased if and when the board makes use of its authorization. The resolution for the re-authorization of the Capital Band requires the approval of a qualified majority of at least two-thirds of the votes and an absolute majority of the nominal value of the shares, each as represented at this Annual Meeting.
The proposed shareholder resolution and the proposed amendments to the Articles of Association are included in Annex 4 of the proxy statement for this meeting. Mr. Oster, please could you report the voting results on this proposal?
Proposal 16, re-authorization of the Capital Band has been approved with 161,996,847 for votes, corresponding to 96.65% of the votes represented at this meeting, 5,335,400 against votes, corresponding to 3.18% of the votes represented at this meeting, and 285,763 abstained votes, corresponding to 0.17% of the votes represented at this meeting. Thus, the necessary two-thirds majority of the votes represented at this meeting and the absolute majority of the nominal share capital represented at this meeting have been achieved.
Thank you, Mr. Oster. I therefore confirm that all proposals, including Proposal 16, for which a public deed must be established, have been approved by Garmin shareholders with the required majorities. This concludes the results of the voting. The voting results on all proposals on the agenda will be filed with the United States Securities and Exchange Commission on a Form 8-K report within four days of this meeting and will be available also on Garmin's website. This concludes the meeting. Thank you for your interest in Garmin. We look forward to another successful year. Thank you very much.
Thank you, everyone, for attending today's call. We hope you have a wonderful day. You may now disconnect.