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TRIMBLE INC

For the period ended May 30, 2024. Filed Apr 16, 2024.

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About this filing

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

TRMB$54.11+0.9%Stored close · as of Nov 6, 2026
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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

2024NOTICE 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, 2024Virtually via the internet atStockholders of record at the close of business on:
5:00 p.m. Mountain timewww.virtualshareholdermeeting.com/TRMB2024
Online check-in: 4:45 p.m. Mountain timeApril 1, 2024

Items of Business and Board Voting Recommendations

1Election of directorsFOR each of the nominees
2Advisory vote to approve executive compensation (“Say on Pay”)FOR
3Ratification of appointment of independent registered public accounting firmFOR
4Approval of amendments to the 2002 Stock PlanFOR

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

IntroductionExecutive Compensation
Information Regarding the Meeting1Compensation Discussion and Analysis37
Executive Overview2Introduction37
Our Business2Overview of Executive Compensation39
Company Performance Highlights2Details of 2023 Executive Compensation46
Our Strategy for Sustainability5Compensation Committee Report55
Our Culture and People7Executive Compensation Tables56
Corporate Governance Highlights8Summary Compensation Table56
Executive Compensation Philosophy, Policies and Practices10Grants of Plan-Based Awards57
Outstanding Equity Awards at Fiscal Year-End58
Stockholder Engagement10Option Exercises and Stock Vested59
Deferred Compensation60
ProposalsPost-Employment Compensation61
Item 1. Election of Directors11Potential Payments upon Termination or a Change in Control61
Item 2. Advisory Vote to Approve Executive Compensation17
Trimble Age & Service Equity Vesting Program63
Item 3. Ratification of Appointment of Independent Registered Public Accounting Firm18Death Benefits64
CEO Pay Ratio65
Item 4. Approval of Amendments to the 2002 Stock Plan19Pay versus Performance66
Other Information
Board MattersAudit Committee Report69
Board Meetings and Committees; Director Independence29Security Ownership and Related Stockholder Matters70
Stockholder Communications with Directors29Security Ownership of Certain Beneficial Owners70
Board Leadership Structure; Oversight and Risk Management29Security Ownership of Management71
Equity Compensation Plan Information72
Committee Membership30Section 16(a) Reports72
Audit Committee30Certain Relationships and Related Transactions73
People & Compensation Committee31General Information74
Nominating and Corporate Governance Committee32Information Concerning Solicitation and Voting74
Internet Availability of Proxy Materials75
Non-Employee Director Compensation34Deadline for Receipt of Stockholder Proposals for 2024 Annual Meeting76
Non-Employee Director Compensation34
Non-Employee Director Stock Ownership Guidelines35Additional Information Regarding this Proxy Statement76
Appendix A: Reconciliation of GAAP to non‑GAAP Financial Measures · A-1
Appendix B: Amended and Restated 2002 Stock Plan · B-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.