TRIMBLE INC
For the period ended May 30, 2024. Filed Apr 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 16, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
| Trimble Inc. | |
| (Name of registrant as specified in its charter) | |
| (Name of person(s) filing proxy statement, if other than the registrant): N/A | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Transforming
The Way
The World
Works
| 2024 | NOTICE OF ANNUAL MEETING OFSTOCKHOLDERS ANDPROXY STATEMENT |
Trimble – Transforming the Way the World Works
Trimble is a leading technology solutions provider that enables office and mobile professionals to connect their workflows and asset lifecycles to drive a more productive, sustainable future. With a focus on the industries that feed, build, and move the world, the comprehensive depth and breadth of our solutions is transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.We innovate at the intersection of the digital and physical worlds with solutions that span the world’s foundational industries including building, civil and infrastructure construction, geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government.We exist to empower our customers: asset owners, general and specialty contractors, engineers and designers, surveyors, agricultural companies and farmers, energy and utility companies, shippers and carriers of freight, as well as state, federal, and municipal governments.Productivity and sustainability are at the heart of who we are—it’s woven into our work internally and through our customers’ application of our technologies. The state of the world today requires us to adopt a strategic approach to the environmental, social, and governance (ESG) aspects of our business. We have reduced our impact on the environment, we have improved employee engagement, and we are committed to maintaining the highest levels of transparency. These efforts make us a better, more resilient company and motivate us to continue innovating, so our customers and stakeholders can work better, safer, faster, cheaper and greener.
Notice of Annual Meeting of Stockholders
| When: | Where: | Who Can Vote: |
|---|---|---|
| Thursday, May 30, 2024 | Virtually via the internet at | Stockholders of record at the close of business on: |
| 5:00 p.m. Mountain time | www.virtualshareholdermeeting.com/TRMB2024 | |
| Online check-in: 4:45 p.m. Mountain time | April 1, 2024 |
Items of Business and Board Voting Recommendations
| 1 | Election of directors | FOR each of the nominees |
| 2 | Advisory vote to approve executive compensation (“Say on Pay”) | FOR |
| 3 | Ratification of appointment of independent registered public accounting firm | FOR |
| 4 | Approval of amendments to the 2002 Stock Plan | FOR |
Your Vote is Important
All stockholders are cordially invited to attend the Annual Meeting via the internet. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at the internet link shown above. However, to ensure your representation at the meeting, you are urged to vote in advance of the meeting via the internet or by telephone or, if you requested to receive printed proxy materials, by mailing a proxy.
A notice of internet availability of proxy materials containing instructions on how to vote and how to access our Annual Meeting materials, including our proxy statement, our annual report and proxy card was mailed to our stockholders (other than those who previously requested electronic delivery or full printed materials) on approximately April 16, 2024. The notice of internet availability also included instructions on how to receive a paper copy of our Annual Meeting materials, which include this notice of annual meeting and proxy statement and our annual report on Form 10-K. If you received a paper copy of our Annual Meeting materials by mail, a proxy card was also enclosed. If you received your Annual Meeting materials via e-mail, the e-mail contained voting instructions and links to the notice and proxy statement and our annual report on the internet, which are both also available atinvestor.trimble.com/annuals-and-proxies.
For the Board of Directors,
Börje Ekholm, Chairperson of the Board
April 16, 2024
Proxy Statement
for the 2024 Annual Meeting of Stockholders
Table of Contents
| Introduction | Executive Compensation | |||||
|---|---|---|---|---|---|---|
| Information Regarding the Meeting | 1 | Compensation Discussion and Analysis | 37 | |||
| Executive Overview | 2 | Introduction | 37 | |||
| Our Business | 2 | Overview of Executive Compensation | 39 | |||
| Company Performance Highlights | 2 | Details of 2023 Executive Compensation | 46 | |||
| Our Strategy for Sustainability | 5 | Compensation Committee Report | 55 | |||
| Our Culture and People | 7 | Executive Compensation Tables | 56 | |||
| Corporate Governance Highlights | 8 | Summary Compensation Table | 56 | |||
| Executive Compensation Philosophy, Policies and Practices | 10 | Grants of Plan-Based Awards | 57 | |||
| Outstanding Equity Awards at Fiscal Year-End | 58 | |||||
| Stockholder Engagement | 10 | Option Exercises and Stock Vested | 59 | |||
| Deferred Compensation | 60 | |||||
| Proposals | Post-Employment Compensation | 61 | ||||
| Item 1. Election of Directors | 11 | Potential Payments upon Termination or a Change in Control | 61 | |||
| Item 2. Advisory Vote to Approve Executive Compensation | 17 | |||||
| Trimble Age & Service Equity Vesting Program | 63 | |||||
| Item 3. Ratification of Appointment of Independent Registered Public Accounting Firm | 18 | Death Benefits | 64 | |||
| CEO Pay Ratio | 65 | |||||
| Item 4. Approval of Amendments to the 2002 Stock Plan | 19 | Pay versus Performance | 66 | |||
| Other Information | ||||||
| Board Matters | Audit Committee Report | 69 | ||||
| Board Meetings and Committees; Director Independence | 29 | Security Ownership and Related Stockholder Matters | 70 | |||
| Stockholder Communications with Directors | 29 | Security Ownership of Certain Beneficial Owners | 70 | |||
| Board Leadership Structure; Oversight and Risk Management | 29 | Security Ownership of Management | 71 | |||
| Equity Compensation Plan Information | 72 | |||||
| Committee Membership | 30 | Section 16(a) Reports | 72 | |||
| Audit Committee | 30 | Certain Relationships and Related Transactions | 73 | |||
| People & Compensation Committee | 31 | General Information | 74 | |||
| Nominating and Corporate Governance Committee | 32 | Information Concerning Solicitation and Voting | 74 | |||
| Internet Availability of Proxy Materials | 75 | |||||
| Non-Employee Director Compensation | 34 | Deadline for Receipt of Stockholder Proposals for 2024 Annual Meeting | 76 | |||
| Non-Employee Director Compensation | 34 | |||||
| Non-Employee Director Stock Ownership Guidelines | 35 | Additional Information Regarding this Proxy Statement | 76 | |||
| Appendix A: Reconciliation of GAAP to non‑GAAP Financial Measures · A-1 | ||||||
| Appendix B: Amended and Restated 2002 Stock Plan · B-1 | ||||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.