10-K: Garmin Ltd. Details Share Structure and Governance in Annual Filing

• Garmin Ltd.'s 10-K filing details the company's share structure, including 195,880,428 registered shares issued as of February 21, 2024.
• The company has a capital band allowing the board to adjust share capital between USD 17,629,238.60 and USD 23,505,651.20 until June 9, 2024.
• A conditional share capital allows for the issuance of up to 99,038,709 shares for employee and director option rights.
• Each registered share carries one vote at shareholder meetings.
• Dividends can only be paid from distributable profits or freely distributable reserves, subject to shareholder approval.
• The document outlines shareholder rights, including preemptive rights to purchase new securities and the ability to file actions for damages caused to the company.
• The filing also covers business combinations, limitations on shareholder actions, and the process for submitting shareholder proposals.
• Garmin's shares are traded on the New York Stock Exchange under the symbol GRMN.
• The company has delivered over 282 million products since its inception, including more than 16 million in fiscal year 2023.
• Garmin operates in five primary markets: fitness, outdoor, aviation, marine, and auto OEM.

Score: 7

Explanation: The document is generally positive, highlighting growth in revenue and net income, but also acknowledges various risks and challenges. The company's strong market position and diverse product portfolio contribute to a positive outlook, but the presence of risks prevents a higher score.

• The company has a flexible capital structure with a capital band and conditional share capital.
• Shareholders have preemptive rights and the ability to file actions for damages.
• The company has a strong history of product delivery, with over 282 million products shipped since inception.
• Garmin operates in diverse and growing markets.

• The board's authorization to adjust share capital under the capital band expires on June 9, 2024, requiring shareholder approval for renewal.
• Dividends are subject to shareholder approval and availability of distributable profits or reserves.
• The company is subject to various legal claims and intellectual property risks.

• The company faces risks related to competition, technology changes, and the need for continuous product development.
• Economic and political risks associated with operating in Taiwan could impact manufacturing.
• Investments in the auto OEM segment may negatively impact profits if not successful.
• Fluctuations in foreign currency exchange rates can affect revenue and profitability.
• The company is dependent on third-party suppliers and licensors for key components and technology.
• Information technology system failures and network disruptions could harm the business.
• Losses or unauthorized access to proprietary or confidential information could result in significant consequences.
• The company is subject to complex and changing global laws and regulations.
• Natural disasters, catastrophic events, or climate change could affect financial results.
• Failure to obtain required certifications for products could harm the business.
• Changes in tax laws could result in adverse tax consequences.
• The company's share price is subject to volatility.
• The company relies on independent dealers and distributors, and disruptions to these channels would harm the business.
• The company may not be able to successfully integrate strategic acquisitions.
• Geopolitical instability, war, or terrorism could disrupt operations.
• The company is dependent on the Global Positioning System and other Global Satellite Navigation Systems (GNSS).
• The company is dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum.

The document contains forward-looking statements regarding potential future events, but cautions readers not to place undue reliance on them, as actual results could differ materially due to various factors.

• Management believes that existing cash balances and cash flow from operations will be sufficient to meet shortand long-term needs.
• Management expects net cash outlays for income taxes to exceed income tax expense in fiscal 2024.

Garmin operates in highly competitive markets, including fitness, outdoor, aviation, marine, and auto OEM, with competitors ranging from tech giants to specialized manufacturers.

• Garmin's vertical integration in manufacturing is a strategy also employed by companies like Apple to control costs and quality.
• The company's reliance on GPS and GNSS technology is similar to other navigation and mapping companies.
• Garmin's diverse product portfolio across multiple segments is a strategy also seen in companies like Samsung.
• The company's focus on research and development is comparable to other technology-driven companies.
• Garmin's use of share repurchase programs is a common practice among publicly traded companies to manage capital.

• Shareholders are impacted by the company's financial performance, dividend policies, and share repurchase programs.
• Employees are impacted by compensation, benefits, and stock compensation plans.
• Customers are impacted by the company's product offerings and quality.
• Suppliers are impacted by the company's purchasing decisions and supply chain management.
• Creditors are impacted by the company's financial stability and debt management.

• The board's authorization to adjust share capital under the capital band needs to be renewed at a general meeting of shareholders after June 9, 2024.
• The company will continue to monitor and manage risks related to supply chain, competition, and regulatory changes.
• The company will continue to invest in research and development to drive product innovation.

• The company is involved in various legal claims, actions, and complaints, including matters involving patent infringement, other intellectual property, product liability, and customer claims.

• 2024-02-21: Date of share capital information and executive officer list.
• 2024-06-09: Expiration date of the board's authorization to adjust share capital under the capital band.