TRIMBLE INC.
For the period ended May 26, 2026. Filed Apr 9, 2026.
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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 26, 2026 · Filed Apr 9, 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. |
| Confidenceat every turn | TM |
| NOTICE OF ANNUALMEETING OF STOCKHOLDERSAND PROXY STATEMENT | 2026 |
Trimble – Confidence at Every Turn
Trimble is a global technology company that connects the physical and digital worlds, transforming the ways work gets done. With relentless innovation in precise positioning, modeling and data analytics, Trimble enables essential industries including construction, geospatial and transportation. Whether it’s helping customers build and maintain infrastructure, design and construct buildings, optimize global supply chains or map the world, Trimble is at the forefront, driving productivity and progress.
Notice of Annual Meeting of Stockholders
| When: | Where: | Who Can Vote: |
|---|---|---|
| Tuesday, May 26, 2026 | Virtually via the internet at | Stockholders of record at the close of business on: |
| 5:00 p.m. Mountain time | www.virtualshareholdermeeting.com/TRMB2026 | |
| Online check-in: 4:45 p.m. Mountain time | March 30, 2026 |
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 Employee Stock Purchase Plan | FOR |
Your Vote is Important
All stockholders are cordially invited to attend the annual meeting via the internet at the web portal listed above, where instructions on how to participate in the meeting are also posted. 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 9, 2026
Proxy Statement
for the 2026 Annual Meeting of Stockholders
Table of Contents
| Introduction | Executive Compensation | |||||
|---|---|---|---|---|---|---|
| Information Regarding the Meeting | 1 | Named Executive Officers | 25 | |||
| Executive Overview | 2 | Compensation Discussion and Analysis | 26 | |||
| Our Business | 2 | Introduction | 26 | |||
| Company Performance Highlights | 2 | Overview of Executive Compensation | 29 | |||
| Sustainability | 5 | Details of 2025 Executive Compensation | 36 | |||
| Corporate Governance | 7 | Other Executive Compensation Matters | 44 | |||
| Corporate Governance Highlights | 7 | Compensation Committee Report | 35 | |||
| Executive Compensation Philosophy, Policies and Practices | 9 | Executive Compensation Tables | 48 | |||
| Post-Employment Compensation | 54 | |||||
| Stockholder Communications with the Board | 9 | CEO Pay Ratio | 58 | |||
| Stockholder Engagement | 9 | Pay versus Performance | 59 | |||
| Director Independence | 9 | |||||
| Certain Relationships and Related Transactions | 10 | Proposals | ||||
| Item 1. Election of Directors | 62 | |||||
| Board Matters | Item 2. Advisory Vote to Approve Executive Compensation | 63 | ||||
| Board and Committee Structure | 11 | |||||
| Board Leadership Structure; Oversight and Risk Management | 11 | Item 3. Ratification of Appointment of Independent Registered Public Accounting Firm | 64 | |||
| Board Meetings and Attendance | 11 | Item 4. Approval of Amendments to the Employee Stock Purchase Plan | 66 | |||
| Committee Membership | 12 | |||||
| Audit Committee | 12 | |||||
| People & Compensation Committee | 13 | Other Information | ||||
| Nominating and Corporate Governance Committee | 14 | Audit Committee Report | 73 | |||
| Security Ownership | 74 | |||||
| Directors | 16 | Delinquent Section 16(a) Reports | 76 | |||
| Nominees for Election | 16 | Equity Compensation Plan Information | 76 | |||
| Non-Employee Director Compensation | 23 | General Information | 77 | |||
| Non-Employee Director Stock Ownership Guidelines | 24 | Information Concerning Solicitation and Voting | 77 | |||
| Internet Availability of Proxy Materials | 78 | |||||
| Deadline for Receipt of Stockholder Proposals for 2027 Annual Meeting | 78 | |||||
| Additional Information | 79 | |||||
| Appendix A: Reconciliation of GAAP to Non‑GAAP Financial Measures · A-1 | ||||||
| Appendix B: Employee Stock Purchase 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.