false 0000864749 0000864749 2019-11-18 2019-11-18

 

 

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): November 18, 2019

 

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, CA 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.

On November 18, 2019, Trimble Inc. (“Trimble” or the “Company”) issued a press release announcing David G. Barnes, age 58, will become its new Chief Financial Officer effective January 4, 2019.

Since 2009, David Barnes has held several senior executive leadership roles with MWH Global Inc., a global provider of engineering and construction services, and following MWH Global’s acquisition in 2016, with Stantec Inc., an international professional services company. Mr. Barnes joined MWH Global in January 2009 and served as Executive Vice President, Chief Financial Officer and a member of the Board of Directors until the acquisition of the company by Stantec in May 2016. From May 2016 until July 2017, Mr. Barnes served as Senior Vice President, Financial Services and oversaw the integration of MWH Global into Stantec. From September 2017 until January 2019, Mr. Barnes was Executive Vice President, Global Operations of Stantec, where he oversaw the regional operations of Stantec’s professional service businesses outside North America. From January through October of 2019, Mr. Barnes served as a consultant to Stantec. Prior to MWH Global, Mr. Barnes held financial leadership positions at Western Union, Coors, and YUM Brands. Mr. Barnes began his career as a strategy consultant at Bain & Company. Mr. Barnes received a BS in Applied Mathematics from Yale University and his MBA from the University of Chicago. Mr. Barnes has served as a board member and chair of the Audit Committee of CSG Systems International, a provider of software and services to the telecommunications industry, since February 2014.

The selection of Mr. Barnes to serve as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Barnes and any director or other executive officer of the Company and there are no related persons transactions between the Company and Mr. Barnes reportable under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Barnes will receive an annual base salary of approximately $500,000 and will be eligible to participate in Trimble’s Management Incentive Plan with an annual target bonus at 80% of base salary. It will be recommended to the compensation committee (the “Compensation Committee”) of the board of directors of the Company that Mr. Barnes be granted $800,000 in restricted stock units on December 2, 2019, 100% of which will vest on the third anniversary of the grant date. In addition, it will also be recommended to the Compensation Committee that Mr. Barnes be granted $400,000 of options to purchase shares of common stock of the Company as of December 2, 2019, calculated using Trimble’s normal stock option valuation methodology. These options will vest over five years, with 40% vesting on the second anniversary of the grant date and the remaining 60% vesting equally on a monthly basis thereafter

Mr. Barnes will be eligible to participate in the Company’s medical, dental, life, short and long-term disability insurance and 401k plans and the Company’s Discretionary Vacation Time Policy. Mr. Barnes has also entered into the Company’s Executive Severance Agreement and the Company’s Change in Control Severance Agreement.

Under the Executive Severance Agreement, if Mr. Barnes is terminated, he will receive:

  • 100% of his base salary and target bonus amount,

  • a prorated bonus for the then-current year,

  • fourteen months of continued health coverage,

  • his outstanding options and restricted stock units will vest pro rata based on the date of termination, and

  • his performance stock units will vest on a pro rata basis based on the length of time from the date of the grant to the date of termination, subject to satisfaction of the performance-based vesting condition.

If, however, Mr. Barnes is terminated within twelve months following a change in control, under the Change of Control Severance Agreement, Mr. Barnes will instead receive:

  • 150% of his base salary and target bonus amount,

  • a prorated bonus for the then-current year,

  • fourteen months of continued health coverage, and

  • all of his outstanding options and restricted stock units will accelerate and become vested and exercisable.

The Executive Severance Agreement and the Change in Control Severance Agreement entered into by Mr. Barnes are materially consistent with the Form of Executive Severance Agreement between the Company and certain Company officers and the Form of Change in Control Severance Agreement between the Company and certain Company officers filed, respectively, as Exhibits 10.2 and 10.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2017.

As it does with all directors and executive officers, the Company will enter into its standard form indemnification agreement with Mr. Barnes, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 15, 2017.

The full text of the offer letter detailing the terms of Mr. Barnes’s employment arrangement is attached as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

   

Description

         
 

10.1

   

Offer Letter to David Barnes, dated November 8, 2019.

         
 

104

   

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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: November 18, 2019

 

 

By:

 

/s/ James A. Kirkland

 

 

 

James A. Kirkland

 

 

 

Senior Vice President and General Counsel

Exhibit 10.1

 

LOGO

Trimble Inc.

935 Stewart Drive

Post Office Box 3642

Sunnyvale, CA 94085-3913

November 6, 2019

David G. Barnes

1385 West Coach Road

Boulder, CO 80302

Dear David:

On behalf of Rob Painter, I am pleased to extend to you this offer of employment for the position of Senior Vice President & Chief Financial Officer for Trimble, reporting to Rob Painter, current Trimble Chief Financial Officer and new President & Chief Executive Officer effective January 4, 2020. This position will be located in our Westminster, Colorado office. We anticipate your start date to be December 2, 2019 or a date mutually agreed to. A summary of your new compensation and benefits package is outlined below:

Annual Base Salary - Your salary will be paid on a bi-weekly basis according to the Westminster, CO payroll schedule aggregating to the equivalent of $500,000.00 USD, annualized.

Sign On Equity Grant – It will be recommended to the Compensation Committee that you be granted the value of $800,000.00 USD in Restricted Stock Units (“Initial RSUs”). The number of Restricted Stock Units will be determined based on the average Trimble fair market value price over the prior twenty business days ending on and including December 2, 2019, the grant date. One hundred percent (100%) of the Restricted Stock Units shall vest on the third anniversary date of the vesting commencement date. Vesting of Restricted Stock Units shall at all times be subject to your continuing to be a Service Provider on the applicable date(s) of vesting.

It will also be recommended to the Compensation Committee that you be granted the value of $400,000.00 USD in Trimble Stock Options (“Initial Stock Options”), calculated using Trimble’s normal stock option valuation methodology, the Black Scholes method, as of December 2, 2019, the grant date. Forty percent (40%) of the Stock Options shall vest on the second anniversary date of the vesting commencement date. The remaining sixty percent will vest equally on a monthly basis with one hundred percent vesting occurring five (5) years following the vesting commencement date. Vesting of Stock Options shall at all times be subject to your continuing to be a Service Provider on the applicable date(s) of vesting. If, within three months of your date of hire, you have not received notification of the approval of the restricted stock unit and/or stock option recommendations, please contact the Stock Administrator at (408) 481-8833 or Stock_Administration@Trimble.com to determine the status of the above recommendation.

Management Incentive Program – You will be eligible to participate in the incentive program for a potential target bonus of 80% of your annual base pay, depending on company performance and other targets agreed to and established between you and manager.

 

1

Executive Severance & Change of Control Severance – You will be eligible to participate in the Executive Severance Plan (see Exhibit “A”) and the Change of Control Severance Plan (see Exhibit “B”).

Paid Time Off– You will be eligible for the Company’s Discretionary Vacation Time Policy subject to the terms of conditions of that policy.

This offer is in compliance with the Immigration Reform and Control Act of 1986, which requires the Company to verify that each employee hired is legally entitled to work in the United States. A copy of the ‘List of Acceptable Documents’ as published by the Citizenship and Immigration Services (CIS) will follow at a later time. Please be prepared to bring one document from list “A” or one document from both List “B” and “C”. This information must be provided within your first 72 hours of employment with Trimble. Failure to provide this information, as required by law, may result in termination.

Trimble is an “at will” employer, meaning that the employer or employee can terminate the employment relationship at any time, with or without cause. While other terms of your employment may change from time to time, the “at will” term and nature of your employment will not change.

You may accept this offer in writing “electronically” by inserting your name in the space provided below and sending back to mike_scarpa@Trimble.com. We will expect a reply from you no later than November 11, 2019 in order for this offer to remain valid. As soon as we receive your acknowledgement, you will receive further information regarding your new hire onboarding process, including documents you will be required to return at that time.

We look forward to you going to the Trimble executive management team as we continue with our mission of Transforming the Way the World Works.

 

Best regards,

/s/ E. Michael Scarpa

E. Michael Scarpa
Chief Human Resources Officer

Cc:     Rob Painter

          Steve Berglund

 

2

I accept this offer of employment and will begin work as an employee of Trimble on

December 2, 2019

 

/s/ David G. Barnes

 

                

 

11/8/19

David G. Barnes

    Date Accepted

 

 

LOGO

 

3