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): September 30, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer I.D. No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720 ) 887-6100
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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).
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 5.07 Submission of Matters to a Vote of Security Holders.
On September 30, 2024, Trimble Inc. (“Trimble”) reconvened its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). As previously disclosed, Trimble originally convened its 2024 Annual Meeting on May 30, 2024 and immediately adjourned the meeting to August 14, 2024, and then on August 14, 2024, immediately adjourned the meeting to September 30, 2024.
At the meeting on September 30, 2024, stockholders voted on the following proposals and cast their votes as described below.
Proposal 1: The following directors were elected to serve for the ensuing year and until their successors are elected:
| For | Withheld | Broker Non-Vote | |||||||||||||||
| James C. Dalton | 201,500,763 | 12,599,727 | 13,560,945 | ||||||||||||||
| Borje Ekholm | 202,071,904 | 12,028,586 | 13,560,945 | ||||||||||||||
| Kaigham (Ken) Gabriel | 207,262,937 | 6,837,553 | 13,560,945 | ||||||||||||||
| Meaghan Lloyd | 181,666,530 | 32,433,960 | 13,560,945 | ||||||||||||||
| Ronald S. Nersesian | 212,035,638 | 2,064,852 | 13,560,945 | ||||||||||||||
| Robert G. Painter | 211,601,478 | 2,499,012 | 13,560,945 | ||||||||||||||
| Mark S. Peek | 168,697,515 | 45,402,975 | 13,560,945 | ||||||||||||||
| Kara Sprague | 213,760,441 | 340,049 | 13,560,945 | ||||||||||||||
| Thomas Sweet | 207,273,155 | 6,827,335 | 13,560,945 | ||||||||||||||
| Johan Wibergh | 207,094,257 | 7,006,233 | 13,560,945 | ||||||||||||||
Proposal 2: The advisory vote on approving executive compensation (“Say on Pay”) was approved.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 198,812,122 | 15,143,063 | 145,305 | 13,560,945 | |||||||||||||||||
Proposal 3: The appointment of Ernst & Young, LLP as the independent registered public accounting firm of the Company for the current fiscal year, ending January 3, 2025, was ratified.
| For | Against | Abstain | ||||||||||||
| 182,396,180 | 36,961,992 | 8,303,263 | ||||||||||||
Proposal 4: The amendment to the 2002 Stock Plan to increase by 10,000,000 the number of shares of Common Stock available for the grant of options and awards and to make certain other changes was approved.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 203,296,729 | 10,645,645 | 158,116 | 13,560,945 | |||||||||||||||||
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.
| TRIMBLE INC. | |||||||||||
| a Delaware corporation | |||||||||||
| Date: October 1, 2024 | By: | /s/ JENNIFER A. ALLISON | |||||||||
| Jennifer A. Allison | |||||||||||
| General Counsel and Secretary | |||||||||||