trmb-20230418

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐


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☐			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under Rule 14a-12

Trimble Inc.
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant): N/A

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☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TRANSFORMING

The Way The

World Works

2023 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT


Trimble – Transforming the Way the World Works
Trimble is a leading technology solutions provider that enables office and mobile professionals to connect their workflows and asset lifecycles to drive a more productive, sustainable future. With a focus on the industries that feed, build, and move the world, the comprehensive depth and breadth of our solutions is transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right. We innovate at the intersection of the digital and physical worlds with solutions that span the world’s foundational industries including building, civil and infrastructure construction, geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government. We exist to empower our customers: asset owners, general and specialty contractors, engineers and designers, surveyors, agricultural companies and farmers, energy and utility companies, trucking companies and drivers, as well as state, federal, and municipal governments. Productivity and sustainability are at the heart of who we are—woven into our work internally and through our customers’ application of our technologies. The state of the world today requires us to step up with an accelerated focus on our strategic approach to manage the environmental, social, and governance (“ESG”) aspects of our business. These efforts will make us a better, more resilient company and motivate us to create greater sustainability solutions for the customers and stakeholders we serve.

TRIMBLE INC.

Notice of Annual Meeting of Stockholders




When:	Where:	Who Can Vote:
Thursday, June 1, 2023	Virtually via the internet at	Stockholders of record at the close of business on:
5:00 p.m. Mountain time	www.virtualshareholdermeeting.com/TRMB2023
Online check-in: 4:45 p.m. Mountain time		April 3, 2023

Items of Business and Board Voting Recommendations


1	Election of directors	FOR each of the nominees
2	Advisory vote to approve executive compensation (“Say on Pay”)	FOR
3	Advisory vote on the frequency of holding a “Say on Pay” vote	1 year
4	Ratification of appointment of independent registered public accounting firm	FOR

Your Vote is Important

All stockholders are cordially invited to attend the Annual Meeting via the internet. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at the internet link shown above. However, to ensure your representation at the meeting, you are urged to vote in advance of the meeting via the internet or by telephone or, if you requested to receive printed proxy materials, by mailing a proxy.

A notice of internet availability of proxy materials (“Notice”) containing instructions on how to vote and how to access our Annual Meeting materials, including our proxy statement, our annual report and proxy card was mailed to our stockholders (other than those who previously requested electronic delivery or full printed materials) on approximately April 18, 2023. The Notice also included instructions on how to receive a paper copy of our Annual Meeting materials. If you received a paper copy of our Annual Meeting materials by mail, the notice of Annual Meeting, proxy statement, and proxy card from our Board of Directors were enclosed. If you received your Annual Meeting materials via e-mail, the e-mail contained voting instructions and links to the annual report and the proxy statement on the internet, which are both also available at investor.trimble.com/annuals-and-proxies.

For the Board of Directors,

Executive Chairperson of the Board

April 18, 2023

TRIMBLE INC.

Proxy Statement

for the 2023 Annual Meeting of Stockholders

Table of Contents


Introduction			Executive Compensation
	Information Regarding the Meeting	1		Compensation Discussion and Analysis	28
	Executive Overview	2		Business Highlights	29
	Our Bu siness	2		Overview of Executive Compensation	31
	Company Performance Highlights	2		Details of 2022 Executive Compensation	38
	Our Strategy for Sustainability	5		Compensation Committee Report	46
	Our Culture and People	7		Executive Compensation Tables	47
	Corporate Governance Highlights	8		Summary Compensation Table	47
	Executive Compensation Philosophy, Policies and Practices	10		Grants of Plan-Based Awards	48
				Outstanding Equity Awards at Fiscal Year-End	49
	Stockholder Engagement	10		Option Exercises and Stock Vested	51
				Deferred Compensation	52
Proposals				Post-Employment Compensation	53
	Item 1. Election of Directors	11		Potential Payments upon Termination or a Change in Control	53
	Item 2. Advisory Vote on Executive Compensation (“Say on Pay”)	18
				Trimble Age & Service Equity Vesting Program	55
	Item 3. Advisory Vote on Frequency of “Say on Pay” Vote	19		Death Benefits	56
				Pay versus Performance	57
	Item 4. Ratification of Appointment of Independent Registered Public Accounting Firm	20		CEO Pay Ratio	60

			Other Information
Board Matters				Audit Committee Report	61
	Board Meetings and Committees; Director Independence	21		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	62

	Stockholder Communications with Directors	21		Security Ownership of Certain Beneficial Owners	62
	Board Leadership Structure; Oversight and Risk Management	21		Security Ownership of Management	63
				Equity Compensation Plan Information	64
	Committee Membership	22		Section 16(a) Reports	64
	Audit Committee	22		Certain Relationships and Related Transactions	65
	People & Compensation Committee	23		General Information	66
	Nominating and Corporate Governance Committee	24		Information Concerning Solicitation and Voting	66
	Non-Employee Director Compensation	26		Internet Availability of Proxy Materials	68
	Non-Employee Director Compensation Table	26		Deadline for Receipt of Stockholder Proposals for 2024 Annual Meeting	68
	Non-Employee Director Stock Ownership Guidelines	27
				Additional Information Regarding this Proxy Statement	69
				Appendix A: Reconciliation of GAAP to non-GAAP Financial Measures	A-1

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INFORMATION REGARDING THE MEETING

The enclosed proxy is solicited on behalf of the board of directors (“Board of Directors” or “Board”) of Trimble Inc., a Delaware corporation (“Trimble” or the “Company”), for use at the Company’s annual meeting of stockholders (“Annual Meeting”), to be held live via the internet, on June 1, 2023, at 5:00 p.m. Mountain time, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The record date for the annual meeting is April 3, 2023.

You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the internet at www.virtualshareholdermeeting.com/TRMB2023. Our Board annually considers the appropriate format of our annual meeting. In 2023, we will only be hosting the Annual Meeting via live webcast on the internet. Hosting the Annual Meeting via the internet provides expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting also enables increased stockholder attendance and participation since stockholders can participate and ask questions from any location around the world, and provides us an opportunity to give thoughtful responses. In addition, we intend that the virtual meeting format provide stockholders a similar level of transparency to the traditional in person meeting format and we take steps to ensure such an experience. Our stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in person annual meeting of stockholders.

Our virtual Annual Meeting allows stockholders to submit questions and comments during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of conduct; the rules of conduct will be posted on the virtual meeting web portal. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

The Annual Meeting webcast will begin promptly at 5:00 p.m. Mountain time. We encourage you to access the Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at 4:45 p.m. Mountain time, and you should allow ample time for the check-in procedures.

The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/TRMB2023.

Proxy Statement for the 2023 Annual Meeting of Stockholders | Trimble 1

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EXECUTIVE OVERVIEW

This overview highlights information about the Company, including certain information contained elsewhere in this proxy statement, but does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. For more complete information regarding the Company’s performance in fiscal year 2022 (“fiscal 2022” or “2022”), please review the Company’s Annual Report on Form 10-K for the year ended December 30, 2022.

Our Business

Trimble is an industrial technology company transforming the way the world works by delivering solutions that enable our customers to thrive. Core technologies in positioning, modeling, connectivity and data analytics connect the digital and physical worlds to improve productivity, quality, safety, transparency, and sustainability. From purpose-built products to enterprise lifecycle solutions, Trimble is transforming industries such as agriculture, construction, geospatial, and transportation.

Company Performance Highlights

In 2022, we managed to achieve record levels of revenue and annual recurring revenue (“ARR”) and to increase our gross profit margin. Compared to the prior year, revenue was up $17.2 million, ARR for the fourth quarter was up $194.6 million, and gross profit margin rose 1.7 percentage points. We continued to advance our Connect & Scale strategy, investing in people, process, and technology. We divested a number of businesses that are not core to our Connect & Scale strategy, and we acquired, or entered into acquisition agreements with, companies that will accelerate our Connect & Scale strategy. We also continued to develop the competitive strengths of our core businesses, while focusing on a healthy balance for our business portfolio with respect to end-market exposure, geographic diversity, and business model mix. Our ongoing strategy is to connect stakeholders across industry lifecycles and to transform customer workflows.

We finished 2022 with software, services, and recurring revenues representing 59% of total Company revenue. We reached $1.60 billion in ARR in the fourth quarter of the year, up 14%, or 16% on an organic basis, compared to the fourth quarter of the prior year. Compared to 2021, total revenue was flat, but grew 7% organically, and non-GAAP gross margin rose from 58.3% to 60.0%. We repurchased $395 million of common stock in 2022. See Appendix A to this proxy statement for definitions of annualized recurring revenue and organic revenue growth.

2 Trimble | Proxy Statement for the 2023 Annual Meeting of Stockholders

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Financial highlights for 2022 included:


	2022	Change vs. 2021	Notes
Total revenue	$3.68 billion	Up modestly	Organic growth p 7%
Software, services and recurring revenue	59% of total revenue	p vs. 55% in prior year
Annualized recurring revenue	$1.60 billion for the fourth quarter	p 14% compared to fourth quarter of prior year	Organic growth p 16% compared to fourth quarter of prior year
Net income	$450 million GAAP	q 9%	12.2% as a % of GAAP revenue vs. 13.5% in prior year
	$660 million non-GAAP	q 2%	18.0% as a % of non-GAAP revenue vs.18.5% in prior year
Adjusted EBITDA	$917 million	q 2%	25.0% as a % of revenue vs. 25.6% in prior year


Operating income	$511 million GAAP	q 9%	13.9% as a % of GAAP revenue vs. 15.3% in prior year
	$842 million non-GAAP	q 2%	22.9% as a % of non-GAAP revenue vs. 23.4% in prior year
Diluted net income per share	$1.80 GAAP	q vs. $1.94 in prior year
	$2.64 non-GAAP	q vs. $2.66 in prior year
Operating cash flow	$391 million	q vs. $751 million in prior year
Repurchase of common stock	$395 million		$180 million in prior year

See Appendix A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures

Proxy Statement for the 2023 Annual Meeting of Stockholders | Trimble 3

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Long-term performance

Since 2011, Trimble’s revenue, annualized recurring revenue, and adjusted EBITDA have grown at compound annual growth rates of 8%, 15%, and 10%, respectively, illustrating the company’s long-term growth trajectory over time. In addition, Trimble has demonstrated a strong record of performance and creating stockholder value over an extended period of time, as shown in the following table of average annual increase in stock price:


	1 year	3 years	5 years	10 years	15 years	20 years
Trimble	(42.1)%	6.6%	4.5%	5.4%	8.4%	17.3%
S&P 500 (TR)	(18.2)%	7.7%	9.4%	12.6%	8.8%	9.8%

In addition, as shown in the graph below, Trimble's cumulative total return has outperformed the S&P 500 over the 20-year time horizon.

Long-term growth strategy

Elements. Our growth strategy is centered on multiple elements:

Executing on our Connect & Scale strategy. We continue to focus on executing our multi-year platform strategy, which contains two elements. The first element, Connect, aims to connect customer workflows, industry life cycles, and solution offerings, so that we can continue to transform the way our customers work. This includes integrating more of our customers’ data through cloud offerings and making more of our solutions available over time on a subscription basis. When end users interact on a shared, online platform, the overall value that is created increases as the number of end-user participants increases. This network effect means that the willingness of developers, partners, or end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value. The second element, Scale, aims to invest in the people, processes, and technologies that are necessary to streamline and standardize our internal processes, provide a seamless experience for our customers as they engage with our connected solutions, and enable us to continue to grow our business efficiently and effectively for many years into the future.

Increasing our focus on software and services. Software and services targeted for the needs of vertical end markets are increasingly important elements of our solutions and are core to our growth strategy. We generally have an open application programming interface philosophy and open vendor environment, which leads to increased adoption of our software and analytics offerings. These software and services solutions integrate and optimize additional workflows for our customers, thereby improving their work productivity, and in the case of subscription, maintenance, and support services, also provide us with enhanced business visibility over time.

Focusing on attractive markets with significant growth and profitability potential. We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership. Our core industries, such as construction, agriculture, and transportation, are each multi-trillion dollar global industries that operate in demanding environments with technology adoption in the early phases relative to other industries.

4 Trimble | Proxy Statement for the 2023 Annual Meeting of Stockholders

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Investing in domain knowledge and technological innovation that benefit a diverse customer base. We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in research and development and acquisitions. We look for opportunities where the potential for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions.

Implementing geographic expansion with a localization strategy. We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth.

Using optimized go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These go-to-market capabilities include independent dealers, joint ventures, original equipment manufacturers, and distribution alliances with key partners, as well as direct sales to end users, which provide us with broad market reach and localization capabilities to effectively serve our markets.

Taking advantage of strategic acquisitions. Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, geographic presence, technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. In December 2022, we signed a definitive agreement to acquire Transporeon for an aggregate purchase price of approximately €1.9 billion, and the transaction was completed April 3, 2023. Transporeon, a Germany-based company, is a leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, in alignment with our Connect & Scale and sustainability strategies.

Accelerating innovation through venture fund investments. We formed a strategic venture fund in 2021, through which we expect to invest up to $200 million in early- to growth-stage companies that can accelerate innovation and effectively bring new solutions to our customers and the industries that we serve and can give us an early, inside look and stake in emerging business and technology solutions.

Delivering on sustainability. The global economy is experiencing a fundamental shift toward sustainability driven through broad stakeholder engagement, with a focus on decarbonization. Throughout Trimble’s history, by delivering productivity and efficiency gains, our products have delivered sustainability for our customers, and we envision more opportunities to deliver expanded carbon reductions and other sustainability benefits, such as water management in agriculture and utilities.

Guiding principles. To achieve Trimble’s long-term strategy, the company’s core principles guide our employees’ actions and behaviors and support the Connect & Scale strategy:

•Our operating system focuses on Strategy, People and Execution to create a high-performing organization.

•Our guiding values of “Be yourself and thrive together,” “Be intentional and humble,” and “Be curious and solve problems,” are the central, underlying philosophies that guide our interactions with each other and how we do business.

•Our guiding principles help us navigate and manage inherent complexities with ethical integrity, respect and teamwork.

•Our leadership principles drive us to inspire purpose and vision, engage to draw out the best from each other, and strive to achieve meaningful results.

Our Strategy for Sustainability

Overview

We recognize that we are living in a time of increasing urgency for action on sustainability, and we are moving quickly and harnessing our potential to address global challenges. Inspired by our mission—“Transforming the Way the World Works,”—and fueled by the dedication of our employees, we work to build momentum and strive for continual improvement and measurable progress. We believe our efforts, and the focus of our Board on Environmental, Social, and Governance (ESG) issues, will make us a better and more resilient company, positioned to take on our most pressing environmental and social issues while creating even greater benefits for the customers and stakeholders we serve.

Proxy Statement for the 2023 Annual Meeting of Stockholders | Trimble 5

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We organize our ESG efforts around five pillars: (1) Solutions, (2) People, (3) Communities, (4) Environment, and (5) Governance. These pillars are reflective of our commitment to ESG and are fundamentally embedded into our business and culture. We believe this approach creates value that benefits all our stakeholders, including our employees, stockholders, customers, communities, and the world at large.


	Our Solutions. Our hardware, software, and service solutions empower customers to drive sustainability across our industries for the benefit of people today and future generations. We are committed to ensuring our solutions align with and support the objectives of the 17 United Nations Sustainable Development Goals (“UN SDGs”). Our industry-specific solutions impact the UN SDGs by: • Greenhouse gas reduction via (i) efficient use of machine time on construction sites, (ii) better construction design to minimize carbon intensive materials and improve asset operations, (iii) improved long-term asset management to extend the life of assets, (iv) more efficient field navigation and utilization of agricultural inputs, and (v) improved capacity utilization and route optimization that reduces fuel use; • Resource management via (i) protecting and managing critical water assets and infrastructure, (ii) helping minimize scrap, rework, and resource waste, and (iii) managing land, water and inputs through variable rate technology and land forming solutions.
Our People. Our ambition for a sustainable future is made possible when we celebrate the unique characteristics of our people. At Trimble, we transform how we work together to inspire and engage all employees to achieve their full potential and celebrate their individuality. We are focused on building a welcoming, diverse, equitable, and inclusive workplace. We are committed to providing every employee with the opportunity to learn, grow, and excel. We believe our diversity makes us stronger and better able to solve complex problems for our customers.		Environment. We are committed to decarbonization and a net zero future. We live this commitment within our operations and value chain, which is reflected in our science-based targets. We help impact this transition through our products and services that generate productivity and efficiency gains that can reduce customers’ GHG emissions.
Communities. We strive to contribute to the collective work needed to address the world’s most pressing sustainable development issues through partnering with non-profit organizations and academic institutions who serve communities and society in powerful ways. The Trimble Foundation Fund is a donor-advised fund that focuses its charitable giving across three areas—natural disaster recovery and relief and climate resilience; female education and empowerment; and advancing diversity, equity, and inclusion—while also supporting the philanthropic efforts of our local offices. In addition, we are partnering with educational institutions worldwide to de

SEC Form DEF 14A filed by Trimble Inc.