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74
PART III
Item 10. Directors and Executive Officers of the Company
Garmin has incorporated by reference certain information in response or partial response to the Items under this
Part III of this Annual Report on Form 10-K pursuant to General Instruction G(3) of this Form 10-K and Rule 12b-
23 under the Exchange Act. Garmin’s definitive proxy statement in connection with its annual meeting of
stockholders scheduled for June 9, 2006 (the “Proxy Statement”) will be filed with the Securities and Exchange
Commission no later than 120 days after December 31, 2005.
(a) Directors of the Company
The information set forth in response to Item 401 of Regulation S-K under the headings “Election of Three
Directors” and “The Board of Directors” in Garmin’s Proxy Statement is hereby incorporated herein by reference in
partial response to this Item 10.
(b) Executive Officers of the Company
The information set forth in response to Item 401 of Regulation S-K under the heading “Executive Officers and
Significant Employees of the Company” in Part I of this Form 10-K is incorporated herein by reference in partial
response to this Item 10.
(c) Compliance with Section 16(a) of the Exchange Act
The information set forth in response to Item 405 of Regulation S-K under the heading “Section 16(a)
Beneficial Ownership Reporting Compliance” in Garmin’s Proxy Statement is hereby incorporated herein by
reference in partial response to this Item 10.
(d) Audit Committee Financial Expert
Garmin’s Board of Directors has determined that Gene M. Betts, Charles W. Peffer, and Thomas A.
McDonnell, members of Garmin’s Audit Committee, are “audit committee financial experts” as defined by the SEC
regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002. Mr. Betts, Mr. Peffer and Mr.
McDonnell are each “independent” as defined by current listing standards of the Nasdaq Stock Market.
(e) Code of Ethics
Garmin’s Board of Directors has adopted the Code of Business Conduct and Ethics for Directors, Officers
and Employees of Garmin Ltd. and Subsidiaries (the “Code”). The Code is applicable to all Garmin employees
including the Chief Executive Officer, the Chief Financial Officer, the Controller and other officers. A copy of the
Code was filed as Exhibit 14.1 of the Annual Report on Form 10-K for the fiscal year ended December 25, 2004 and
incorporated by reference herein and listed as Exhibit 14.1 to this Annual Report on Form 10-K. If any amendments
to the Code are made, or any waivers with respect to the Code are granted to the Chief Executive Officer, Chief
Financial Officer or Controller, such amendment or waiver will be disclosed in a Form 8-K filed with the Securities
and Exchange Commission.
Item 11. Executive Compensation
The information set forth in response to Item 402 of Regulation S-K under “The Board of Directors –
Compensation of Directors” and under “Executive Compensation Matters” in Garmin’s Proxy Statement (other than
the “Compensation Committee Report on Executive Compensation” and the “Stock Performance Graph”) is hereby
incorporated herein by reference in response to this Item 11.