Trimble Inc. (NASDAQ:TRMB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Trimble Inc. (NASDAQ:TRMB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(e) Compensatory Arrangements of Certain Officers.

The board of directors (the Board) of Trimble Inc. (the Company)
regularly reviews the Companys compensation program and policies
with a view to ensuring that the Company is adopting best
practices in line with our peers. As a result, on May 2, 2017 the
Board adopted a policy providing that in the event of a material
restatement of our financial results, the Company may require
that incentive-based compensation paid to Section 16 officers
during the three fiscal years prior to the restatement be
forfeited and repaid to the Company. If material dishonesty,
fraud or misconduct by a particular Section 16 officer directly
caused or materially contributed to the need for the restatement,
the full amount of incentive-based compensation paid to that
officer during the prior three fiscal years may be subject to
forfeiture or reimbursement. If a Section 16 officer did not
engage in any misconduct, the amount subject to forfeiture or
reimbursement will be based on the difference between the amount
of incentive-based compensation that was paid based on the
results as originally reported and the amount of incentive-based
compensation that would have been paid based on the results as
restated, calculated without regard to any taxes paid. The Board
will determine the amount, form and timing of any recovery in its
discretion, based on the circumstances. Each of the officers will
be required to sign an acknowledgment making them subject to the
policy. The foregoing description of the Policy does not purport
to be complete and is qualified in its entirety by the full text
of the policy, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May
2, 2017. At the annual meeting, the stockholders voted on the
proposals listed below. The voting results for each proposal were
as follows:
Proposal 1:
The following directors were elected to serve for the ensuing
year and until their successors are elected:
For
Withheld
Broker
Non-Vote
Steven W. Berglund
214,007,539
1,685,365
18,697,503
Merit E. Janow
213,256,043
2,436,861
18,697,503
Ulf J. Johansson
207,496,420
8,196,484
18,697,503
Meaghan Lloyd
214,077,874
1,615,030
18,697,503
Ronald S. Nersesian
212,497,735
3,195,169
18,697,503
Mark S. Peek
214,055,193
1,637,711
18,697,503
Nickolas W. Vande Steeg
207,227,060
8,465,844
18,697,503
Kaigham (Ken) Gabriel
214,088,235
1,604,669
18,697,503
Proposal 2:
The advisory vote on approving the compensation for the Companys
named executive officers was approved.
For
Against
Abstain
Broker Non-Vote
168,840,524
42,775,225
4,077,155
18,697,503
Proposal 3:
The proposal to hold an advisory vote on approving the
compensation for the Companys named executive officers on an
annual basis was approved.
1 Year
2 Years
3 Years
Abstain
189,487,958
308,135
25,378,349
518,462
Proposal 4:
The appointment of Ernst Young, LLP as the independent auditor of
the Company for the 2017 fiscal year ending December 29, 2017 was
ratified.
For
Against
Abstain
229,606,896
4,013,276
770,235
Proposal 5:
The amendments to the Companys Amended and Restated 2002 Stock
Plan were approved.
For
Against
Abstain
Broker Non-Vote
201,482,512
13,624,524
585,868
18,697,503
Proposal 6:
The amendments to the Companys Amended and Restated Employee
Stock Purchase Plan were approved.
For
Against
Abstain
Broker Non-Vote
214,157,757
975,955
559,192
18,697,503
Item 8.01 Other Events
As previously disclosed, in February 2013, the Company adopted a
stock ownership policy (the Stock Ownership Policy) that requires
the Companys chief executive officer and each non-employee
director to own a minimum number of shares of the Companys common
stock (i) in the case of the chief executive officer, equal to
five times his or her annualized base salary, and (ii) in the
case of the non-employee directors, equal to $200,000.
To help further align the personal interests of management with
the interests of stockholders, on May 2, 2017 the Board extended
the Stock Ownership Policy to require all of the Section 16
officers of the Company to own a minimum number of shares of the
Companys common stock (i) in the case of officers of the Company
with a title of senior vice president or above, equal to two
times his or her annualized base salary, and (ii) in the case of
officers of the Company with a title of vice president or below,
equal to his or her annualized base salary. These ownership
levels must be attained within five years from May 2, 2017. New
Section 16 officers of the Company will have five years from
appointment to meet the minimum stock ownership level.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1
Trimble Inc. Incentive Compensation Recoupment Policy.


About Trimble Inc. (NASDAQ:TRMB)

Trimble Inc., formerly Trimble Navigation Limited, provides technology solutions for professionals and field mobile workers. The Company has four segments: Engineering and Construction, Field Solutions, Mobile Solutions and Advanced Devices. The Engineering and Construction segment serves customers working in engineering and construction, among others. The Field Solutions segment provides solutions for the farming, government and consumer markets, with its products focused on agriculture and geographic information systems (GIS). The Mobile Solutions segment provides solutions that enable end-users to monitor and manage their mobile work, mobile workers and mobile assets in the areas of transportation and logistics and field services management. The Advanced Devices segment consists of the Embedded Technologies, Timing, Applanix, Military and Advanced Systems, and ThingMagic businesses. Its products for Engineering and Construction field include Aerial Mapping and Controllers.

Trimble Inc. (NASDAQ:TRMB) Recent Trading Information

Trimble Inc. (NASDAQ:TRMB) closed its last trading session down -0.12 at 35.88 with 1,209,781 shares trading hands.