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
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 20,
2010
Garmin
Ltd.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
(State
or other jurisdiction of
incorporation)
|
0-31983
(Commission
File
Number)
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98-0229227
(I.R.S.
Employer
Identification
No.)
|
P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive office)(Zip Code)
(345)
640-9050
(Registrant’s
telephone number, including area code)
P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(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:
¨
|
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)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of
Listing.
Garmin Ltd. (the "Company") provided
notice to The Nasdaq Stock Market LLC ("Nasdaq") on June 17, 2010 that it had
only two independent directors on its Audit Committee as a result of Thomas A.
McDonnell, a former member of the Audit Committee, not standing for reelection
to the Board of Directors at the Annual General Meeting of Shareholders held on
May 20, 2010. At that meeting, Mr. Thomas P. Poberezny was elected to
the Board of Directors, and on June 18, 2010 he was appointed to the Audit
Committee. Mr. Poberezny qualifies as an independent director under
Nasdaq Marketplace Rule 5605(a)(2) and the Company therefore has cured its
noncompliance with Nasdaq Marketplace Rule 5605(c)(2)(A), which requires a
listed company to have an audit committee composed of at least three members who
are independent, as defined in Nasdaq Marketplace Rule 5605(a)(2).
SIGNATURES
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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By:
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/s/
Andrew R. Etkind
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Andrew
R. Etkind
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Vice
President, General Counsel and
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Secretary
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Date:
June 21, 2010