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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): February 22, 2022
Trimble Inc.
(Exact name of registrant as specified in its charter)
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| 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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.
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| | TRIMBLE INC. |
| | a Delaware corporation |
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| Date: February 28, 2022 | By: | /s/ James A. Kirkland |
| | | James A. Kirkland |
| | Senior Vice President and General Counsel
|
Trimble Inc. (the “Company”)
Board of Directors Compensation Policy
(effective May 7, 2015, as amended August 24, 2020 and February 22, 2022)
The following is a schedule of the elements of compensation and expense reimbursement for nonemployee members of the Company’s board of directors, effective as of February 22, 2022.
•An annual equity grant in the form of Restricted Stock Units (to be determined based upon a target dollar amount of $285,000 divided by the 20 day average of the Company’s closing stock price ending on the date of grant) under the Trimble Amended and Restated 2002 Stock Plan upon election or re-election by the stockholders at Trimble’s Annual Stockholders’ Meeting. The target dollar amount may be revised based upon appropriate compensation benchmarks presented to and approved by the Compensation Committee and the Board of Directors.
•If a director is appointed or elected to the board of directors at a time other than the Annual Stockholders’ Meeting, an initial equity grant equivalent to the annual equity grant as determined above, pro-rated based upon the number of months of service since the last Annual Stockholders’ Meeting divided by 12.
•Equity grants will vest annually on the anniversary of the prior Annual Stockholders’ Meeting. If a board member resigns or voluntarily terminates service as a board member, any unvested equity grant shall vest at such time on a pro-rata basis based upon the number of months of service since the last Annual Stockholders Meeting divided by 12.
•An annual cash retainer of $65,000, payable in quarterly installments, commencing with the company’s third fiscal quarter.
•Non-employee directors will be reimbursed for local travel expenses or paid a travel allowance based on the distance to the meeting, and reimbursed for other necessary business expenses incurred in the performance of their services as directors of Trimble.