8-K

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2021

GARMIN LTD.

(Exact name of registrant as specified in its charter)

Switzerland	0-31983	98-0229227
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Mühlentalstrasse 2

8200 Schaffhausen

Switzerland

(Address of principal executive offices)

Registrant’s telephone number, including area code: +41 52 630 1600

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Registered Shares, CHF 0.10 Per Share Par Value	GRMN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d) On November 23, 2021, Garmin Ltd. (the “Company”), acting pursuant to authorization from its Board of Directors (the “Board”), provided written notice to the Nasdaq Global Select Market (“Nasdaq”) that the Company intends to transfer the principal listing of the Company’s Registered Shares, CHF 0.10 Per Share Par Value (“Registered Shares”), from Nasdaq to the New York Stock Exchange (“NYSE”), where it has been authorized for listing. The notice stated that the Company expects to voluntarily withdraw the listing and trading of the Registered Shares from Nasdaq effective as of the close of trading on December 6, 2021 and to commence trading on the NYSE the following business day, December 7, 2021. The Registered Shares will continue to trade on the NYSE under the current ticker symbol “GRMN.”

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on November 23, 2021 announcing the anticipated transfer of the principal listing of the Registered Shares to the NYSE. A copy of the press release is attached as Exhibit 99.1.

The information in Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith.

Exhibit No.	Description
99.1	Press Release dated November 23, 2021
101	Interactive Data File
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

1

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.

	GARMIN LTD.
November 23, 2021	/s/ Andrew R. Etkind
	Andrew R. Etkind
	Vice President, General Counsel and Corporate Secretary

2

EX-99.1

EXHIBIT 99.1

Investor Relations Contact:	Media Relations Contact:
Teri Seck	Krista Klaus
913/397-8200	913/397-8200
investor.relations@garmin.com	media.relations@garmin.com

Garmin® announces transfer of listing to the New York Stock Exchange

Schaffhausen, Switzerland / November 23, 2021/ Business Wire – Garmin Ltd. (NASDAQ: GRMN) today announced that it will transfer the listing of its shares from the Nasdaq National Market to the New York Stock Exchange (“NYSE”). Garmin expects to commence trading as a NYSE-listed company at market open on December 7, 2021 under its ticker symbol “GRMN.” Garmin will continue to trade its shares on the Nasdaq until the market close on December 6, 2021.

“Garmin is pleased to join the NYSE alongside many of the world’s most well-established and regarded companies,” said Cliff Pemble, president and CEO of Garmin. “Garmin is uniquely positioned as both a highly respected consumer brand and a strong industrial player. We believe this move complements our strong brand and will provide meaningful and long-term value for our shareholders.”

One of the fastest growing smartwatch companies in the world, Garmin offers products for active lifestyle and performance-driven customers across five primary business segments. The fitness business focuses on products for all levels of athletes and includes the Forerunner® series of running watches, Venu® smartwatches for a healthy and active lifestyle, Edge® cycling computers and Tacx® smart trainers. For adventurers, Garmin’s outdoor business offers the fēnix® and Instinct® rugged outdoor multisport watches, InReach® satellite communicators and Approach® golf watches and range finders. Garmin’s marine business provides complete electronics solutions to enhance life on the water including award-winning Panoptix LiveScope™ sonar, chartplotters and radars, and its automotive business is continually innovating products for life on and off the road with dēzl™ truck and Tread™ powersport navigators, dash cams and OEM solutions. In addition to a full line of aviation electronics, Garmin offers Autoland – a revolutionary aviation system that can help a plane land itself in an emergency.

“We are excited to welcome Garmin as it transfers its listing to the NYSE,” said Stacey Cunningham, president of NYSE Group. “We look forward to working with Garmin as it helps millions of active lifestyle customers pursue their passions.”

In celebration of the transfer, representatives from Garmin will ring the NYSE Opening Bell at 9:30 a.m. ET on December 7, 2021. An interactive product demonstration at the NYSE will be announced in 2022.

Garmin has helped revolutionize the aviation, automotive, fitness, marine and outdoor industries for more than 30 years. Engineered on the inside for life on the outside, Garmin products are routinely recognized for their innovation, utility and overall excellence in the markets they serve. In 2021, Garmin Autoland, the world’s first certified autonomous aviation emergency landing technology, was awarded the Collier Trophy by the National Aeronautic Association (NAA) for the greatest achievement in aeronautics or astronautics in America. And for the seventh consecutive year, Garmin was recently named the Manufacturer of the Yearby the National Marine Electronics Association (NMEA). The company and its subsidiaries employ more than 18,000 associates in 34 countries around the world.

For more information, visit Garmin's virtual pressroom at garmin.com/newsroom,email media.relations@garmin.com,or connect with us at facebook.com/garmin,twitter.com/garminnews,instagram.com/garmin, youtube.com/garminorlinkedin.com/company/garmin.

About Garmin Ltd.

Garmin Ltd. is incorporated in Switzerland, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. Garmin, Approach, Edge, fēnix, Forerunner, InReach, Instinct, Venu and Tacx are registered trademarks, and dēzl, Panoptix LiveScope and Tread are trademarks of Garmin Ltd. or its subsidiaries.

Notice on Forward-Looking Statements:

This release includes forward-looking statements regarding Garmin Ltd. and its business. Such statements are based on management’s current expectations. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors that are described in both the Annual Report on Form 10-K for the year ended December 26, 2020 and the Quarterly Report on Form 10-Q for the quarter ended September 25, 2021 filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin’s 2020 Form 10-K and the Q3 2021 Form 10-Q can be downloaded from https://www.garmin.com/en-US/investors/sec/. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made, and Garmin undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

XML

Document And Entity Information	Nov. 23, 2021
Statement of Financial Position [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 23, 2021
Entity Registrant Name	GARMIN LTD.
Entity Central Index Key	0001121788
Entity Emerging Growth Company	false
Entity File Number	0-31983
Entity Incorporation, State or Country Code	V8
Entity Tax Identification Number	98-0229227
Entity Address, Address Line One	Mühlentalstrasse 2
Entity Address, City or Town	Schaffhausen
Entity Address, Country	CH
Entity Address, Postal Zip Code	8200
City Area Code	+41 52
Local Phone Number	630 1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Registered Shares, CHF 0.10 Per Share Par Value
Trading Symbol	GRMN
Security Exchange Name	NASDAQ