Trimble Inc. Files Definitive Additional Materials

TL;DR

Trimble Inc. filed more proxy docs, no fee. Shareholders get more info.

AI Summary

Trimble Inc. filed a Definitive Additional Materials (DEFA14A) on May 31, 2024, related to its proxy statement. This filing is not a preliminary proxy statement or soliciting material under Rule 14a-12, and no fee was required for this filing. The company is incorporated in Delaware and its fiscal year ends on December 29.

Why It Matters

This filing indicates that Trimble Inc. is providing supplementary information to shareholders regarding its proxy statement, which is crucial for shareholder voting on corporate matters.

Risk Assessment

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

Key Players & Entities

• Trimble Inc. (company) — Registrant
• DEFA14A (document) — Filing Type
• May 31, 2024 (date) — Filing Date
• 10368 Westmoor Dr, Westminster, CO 80021 (address) — Business and Mail Address

FAQ

Key Financial Figures

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

Filing Documents

• defa14a2024-05x30adjournme.htm (DEFA14A) — 42KB
• 0000864749-24-000160.txt ( ) — 43KB

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. On May 30, 2024, the Board of Directors (the " Board ") of Trimble Inc., a Delaware corporation (the " Company "), adopted amendments to the Company's Amended and Restated By-Laws (as amended and restated, the " By-Laws ") to provide that (i) the Chief Executive Officer of the Company (the " CEO ") has the authority to call meetings of the stockholders and determine that a meeting of the stockholders may be held solely by means of remote communication, (ii) any meeting of the stockholders may be adjourned or postponed as determined by the chair of a stockholder meeting or by the Board, without the need for approval thereof by stockholders, (iii) any meeting of the stockholders may be adjourned or postponed by the vote of holders of a majority of the total number of votes represented and voting at such meeting, and (iv) the CEO shall preside over stockholder meetings as chair, unless another person is selected by the Board. The By-Laws amendments became effective as of May 30, 2024. The foregoing description is qualified in its entirety by the text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item5.07 Submission of Matters to a Vote of Security Holders. In light of its previously disclosed intent to reschedule the Company's 2024 Annual Meeting, the Company convened its 2024 Annual Meeting as scheduled on May 30, 2024 for the sole purpose of adjourning the meeting. At the meeting, stockholders approved, by vote of the proxy holder, the proposal to adjourn the meeting until August 14, 2024. The voting results were as follows Votes For Votes Against Abstain Broker Non-Vote 226,895,274.00 0 0 0 Accordingly, the 2024 Annual Meeting will be reconvened at 500 p.m. Mountain time on Wednesday, August 14, 2024. The meeting will be held solely by means of remote communication. The record date for determining stockholder elig

01. Other Events

Item 8.01. Other Events. As of today, the previously disclosed assessment by Ernst Young LLP (" EY ") is ongoing and all parties continue to work diligently to complete the assessment and to file the amended Form 10-K as soon as practicable. As previously disclosed, EY has not withdrawn its audit report on the financial statements included in the Company's 2023 Form 10K.

Forward-Looking Statements

Forward-Looking Statements Certain statements made in this document contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include statements regarding the timing and expectations regarding the Company's 2024 Annual Meeting, as well as all statements that are not historical facts. 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 and the risk that the completion and filing of the Form 10-K will take longer than expected. 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. 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. Exh. No. Description 3.1 Amended and Restated By-Laws of Trimble Inc., amended as of May 30, 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 Date May 30, 2024 By s Jennifer A. Allison Jennifer A. Allison General Counsel and Secretary

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View this DEFA14A filing on SEC EDGAR