Trimble Inc. Files Definitive Additional Materials

TL;DR

Trimble Inc. dropped more proxy docs, no fee needed. Shareholders vote soon.

AI Summary

Trimble Inc. filed a Definitive Additional Materials (DEFA14A) on May 3, 2024, related to its proxy statement. The filing indicates no fee was required for this submission, and it is not a preliminary proxy statement or soliciting material under Rule 14a-12. Trimble Inc. is registered under the Central Index Key 0000864749 and is incorporated in Delaware.

Why It Matters

This filing provides additional materials for Trimble Inc.'s proxy statement, which is crucial for shareholders to make informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This filing is a routine administrative submission for a proxy statement and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• Trimble Inc. (company) — Registrant
• 0000864749 (company) — Central Index Key
• DE (company) — State of Incorporation
• 10368 WESTMOOR DR (company) — Business Address Street 1
• WESTMINSTER (company) — Business Address City
• CO (company) — Business Address State
• 80021 (company) — Business Address Zip
• (720) 887-6100 (company) — Business Phone
• TRIMBLE NAVIGATION LTD /CA/ (company) — Former Company Name
• 19930328 (company) — Date of Name Change

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share TRMB NASDAQ Global

Filing Documents

• defa14a2024-05x03mtgdelayed.htm (DEFA14A) — 41KB
• 0000864749-24-000128.txt ( ) — 42KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On May 3, 2024, Trimble Inc. (the " Company ") issued a press release reporting its financial results for the quarter ended March 29, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information in Item 2.02 of this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing.

01 Other Items

Item 8.01 Other Items. Subsequent to the filing of the Company's Form 10-K, Ernst Young LLP (" EY "), the Company's independent registered public accounting firm, informed the Company that in preparing for an upcoming Public Company Accounting Oversight Board (" PCAOB ") inspection, EY had identified concerns regarding the design and execution of certain information technology (IT) and other controls for revenue-related systems and processes as of December 29, 2023 that had not been evaluated. On May 2, 2024, the Audit Committee of the Board of Directors of the Company and management, after discussion with EY, concluded there was an additional material weakness related to certain information technology (IT) and other controls for revenue-related systems and processes as of December 29, 2023 that was not previously disclosed in Management's Annual Report on Internal Control over Financial Reporting. As a result, Management's Report on Internal Control Over Financial Reporting included in Item 9A of the Company's fiscal 2023 10-K, filed with the SEC on February 26, 2024, and EY's opinion relating to the effectiveness of the Company's internal control over financial reporting as of December 29, 2023, should no longer be relied upon for the matter described above. In addition, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of December 29, 2023 due to the material weakness in internal control over financial reporting described above. EY has not withdrawn its audit report on the financial statements included in the Company's 2023 Form 10K. The Company intends to delay the issuance of its full financial results for its first quarter ended March 29, 2024, until both the Company and EY complete an assessment of the impacts of the matters noted above. It is expected that these assessments will not be completed in time for the Company to file its Form 10-Q for the

Forward-Looking Statements

Forward-Looking Statements This document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the effectiveness of the Company's internal controls, the further impact to the Company including that EY is not expected to withdraw its audit report, and the Company's expectation as to the anticipated timing of the filing of the Company's Form 10-Q for the quarter ended March 29, 2024. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to, the expected timing and results of EY's completion of its additional audit procedures. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including the Company's current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company's position as of the date of this Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company's expectations or any change of events, conditions, or circumstances on which any such statement is based.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated May 3, 2024 related to the Company's financial results for the quarter ended March 29, 2024 104 The cover page from this Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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 Dated May 3, 2024 By s David G. Barnes David G. Barnes Chief Financial Officer

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View this DEFA14A filing on SEC EDGAR