TRIMBLE INC.

For the period ended Jun 17, 2025. Filed Apr 30, 2025.

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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.

Jun 17, 2025 · Filed Apr 30, 2025

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.

Transformingthe Way theWorld Works

NOTICE OFANNUAL MEETING OFSTOCKHOLDERS ANDPROXY STATEMENT

Trimble – Transforming the Way the World Works

Trimble is transforming the way people move, build and live. Core technologies in positioning, modeling and data analytics connect the digital and physical worlds to improve our customers’ productivity, quality, safety, transparency and sustainability.

TRIMBLE INC.

Notice of Annual Meeting of Stockholders

When:	Where:	Who Can Vote:
Tuesday, June 17, 2025	Virtually via the internet at	Stockholders of record at the close of business on:
5:00 p.m. Mountain time	www.virtualshareholdermeeting.com/TRMB2025
Online check-in: 4:45 p.m. Mountain time		April 21, 2025

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

Your Vote is Important

All stockholders are cordially invited to attend the annual meeting via the internet. Instructions on how to participate in the meeting 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.

Thank you for being a stockholder of Trimble.

For the Board of Directors,

Börje Ekholm, Chairperson of the Board

April 30, 2025

TRIMBLE INC.

Proxy Statement

for the 2025 Annual Meeting of Stockholders

Table of Contents

Introduction	Executive Compensation
	Information Regarding the Meeting	1			Named Executive Officers	24
	Executive Overview	2		Proposals	Compensation Discussion and Analysis	25
	Our Business	2			Introduction	25
	Company Performance Highlights	2			Overview of Executive Compensation	28
	Sustainability	5			Details of 2024 Executive Compensation	34
	Executive Compensation Philosophy, Policies and Practices	9			Other Executive Compensation Matters	41
			Compensation Committee Report	44
	Corporate Governance	7			Executive Compensation Tables	45
	Corporate Governance Highlights	7			Post-Employment Compensation	51
	Stockholder Communications with the Board	9			CEO Pay Ratio	55
	Stockholder Engagement	9			Pay versus Performance	56
	Director Independence	9
	Certain Relationships and Related Transactions	10		Proposals
					Item 1. Election of Directors	59
Board Matters				Item 2. Advisory Vote to Approve Executive Compensation	60
	Board and Committee Structure	11
	Board Leadership Structure; Oversight and Risk Management	11			Item 3. Ratification of Appointment of Independent Registered Public Accounting Firm	61
	Board Meetings and Attendance	11
	Committee Membership	12		Other Information
	Audit Committee	12			Information Regarding Previous Independent Registered Public Accounting Firm	62
	People & Compensation Committee	13
	Nominating and Corporate Governance Committee	14			Audit Committee Report	63
			Security Ownership	64
	Directors	16			Section 16(a) Reports	66
	Nominees for Election	16			Equity Compensation Plan Information	66
	Non-Employee Director Compensation	22			General Information	67
	Non-Employee Director Stock Ownership Guidelines	23			Information Concerning Solicitation and Voting	67
			Internet Availability of Proxy Materials	68
					Deadline for Receipt of Stockholder Proposals	68
					Additional Information	69
Appendix A: Reconciliation of GAAP to Non‑GAAP Financial Measures · A-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.