CEO total compensation of $7,744,354 is within a reasonable range for a technology-sector company of Garmin's size (~$52 billion market cap), and prior shareholder support was strong at over 94% in 2025 — well above the 70% threshold that would require a response. The pay structure is well-designed: the majority of CEO pay comes from long-term stock awards (approximately $6.3 million, or about 81% of total pay), split between time-vesting restricted stock units and performance-based restricted stock units tied to measurable annual revenue and operating income targets, both of which were significantly exceeded in 2025 (actual revenue of $7.25 billion vs. a $6.30 billion target, and operating income of $1.88 billion vs. a $1.675 billion target). Garmin also maintains a meaningful compensation recovery (clawback) policy adopted in 2023 in compliance with SEC rules, and prohibits hedging and pledging of company securities, reflecting sound governance around executive pay.

EY has audited Garmin since 2000, giving it approximately 26 years of tenure which exceeds our 25-year threshold and would normally trigger a No vote. However, the Audit Committee has provided a specific and substantive rationale for continued engagement — citing enhanced audit quality from deep institutional knowledge, competitive fees from EY's familiarity with Garmin's operations, avoidance of transition costs, regular lead partner rotations, pre-approval controls on all non-audit services, and robust PCAOB oversight — which constitutes the kind of compelling justification our policy requires to override the tenure trigger. The non-audit fee ratio is also well within acceptable limits: non-audit fees (tax fees of $15,000 plus other fees of $157,000, totaling $172,000) represent approximately 4.2% of audit fees ($4,086,000), far below the 50% threshold.