Date of Report (Date of earliest event reported): February 22, 2022
Trimble Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-14845
94-2802192
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer I.D. No.)
935 Stewart Drive, Sunnyvale, California, 94085
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408)481-8000
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)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
TRMB
NASDAQ Global Select Market
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).
☐ Emerging growth company
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
Amendment to Board of Directors Compensation Policy
On February 22, 2022, the Board of Directors (the “Board”) of Trimble Inc. (the “Company”) approved an amendment to the Company’s Board of Directors Compensation Policy for nonemployee directors (as amended, the “Amended Compensation Policy”), to increase the (i) annual cash retainer by $5,000, from $60,000 to $65,000, which is payable in quarterly installments, commencing with the Company’s third quarter, and (ii) annual equity grant, in the form of a grant of restricted stock units, by $8,000, from $277,000 to $285,000. This will result in an increase of $13,000 to nonemployee director total compensation, from $337,000 to $350,000.
The foregoing description of the Amended Compensation Policy does not purport to be complete and the description thereof is qualified in its entirety by reference to the Amended Compensation Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Stock Ownership Guidelines
The Board also approved an amendment to the Company’s Director Stock Ownership Guidelines to increase the required minimum share ownership for members of the Board by $150,000, from $200,000 to $350,000.
104 The cover page from this Report on Form 8-K, formatted in Inline XBRL
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.
