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 15, 2019 (November 12, 2019)
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 Identification 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:
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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 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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 12, 2019, the board of directors (the “Board of Directors”) of Trimble Inc. (the “Company”) appointed Börje Ekholm to serve as a director of the Company, effective January 4, 2020.
Mr. Ekholm has not yet been appointed to serve on any committee of the Board of Directors. Mr. Ekholm will be entitled to compensation for his service as a non-employee director pursuant to the Company’s compensation practices for non-employee directors, which are described in the Company’s Board of Directors Compensation Policy effective as of May 7, 2015, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2015. In addition, the Company intends to enter into its standard form indemnification agreement with Mr. Ekholm. There are no related party transactions between the Company and Mr. Ekholm that are subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Ekholm and any other person pursuant to which he was selected as a director.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Board of Directors has approved an amendment and restatement of the Bylaws of the Company (the “Bylaws”) to amend Article III Section 1 of the Bylaws to increase the number of directors from nine to ten, effective January 4, 2020.
The foregoing description is qualified in its entirety by the text of the amended and restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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Dated: November 15, 2019 | | By: | | /s/ James A. Kirkland |
| | | | James A. Kirkland |
| | | | Senior Vice President and General Counsel |
