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

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:

Proposal 2:

The advisory vote on approving the compensation for the Companys
named executive officers was approved.

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.

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.

Proposal 5:

The amendments to the Companys Amended and Restated 2002 Stock
Plan were approved.

Proposal 6:

The amendments to the Companys Amended and Restated Employee
Stock Purchase Plan were approved.

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.