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i935 Stewart Drive, iSunnyvale,
iCalifornia, i94085
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i408)i481-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.001 par value per share
iTRMB
iNASDAQ
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
i☐ Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Trimble Inc. (the “Company”) was held on May 12, 2021. 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
200,163,574
11,949,635
13,765,457
James C. Dalton
209,576,757
2,536,452
13,765,457
Börje Ekholm
124,093,181
88,020,028
13,765,457
Kaigham
(Ken) Gabriel
210,879,347
1,233,862
13,765,457
Meaghan Lloyd
195,555,150
16,558,059
13,765,457
Sandra MacQuillan
211,263,419
849,790
13,765,457
Robert
G. Painter
211,154,128
959,081
13,765,457
Mark S. Peek
207,757,208
4,356,001
13,765,457
Johan Wibergh
210,559,331
1,553,878
13,765,457
The
Company recognizes the significant number of withheld votes cast for Mr. Börje Ekholm by several institutional stockholders. The Company believes that these votes were due to his role as President and Chief Executive Officer of Ericcson while also serving on the board of two additional publicly traded companies, including the Company, which resulted in a “withhold” recommendation by Glass Lewis.
Mr. Ekholm has been a strong contributor and invaluable member of Trimble’s board of directors (the “Board”). His unique international perspective provides the board with insight into Europe and China – two important markets for Trimble. His combined CEO and board role at Ericsson allows him to bring his operational expertise to our Board as well.
And his quarter century of experience as a financial investor also brings a shareholder's perspective to the boardroom. This blend of international, operational and financial perspectives combined with his outstanding qualifications and accomplishments make Mr. Ekholm a unique and invaluable member of our Board.
Mr. Ekholm has attended every meeting, both at the Board and compensation committee, since his appointment, and the Company expects his diligent attendance and strong participation to continue. Additionally, Mr. Ekholm has always made himself accessible to our executive management and provided timely and valuable counsel outside of formal Board and committee meetings.
However, the Company acknowledges that
Mr. Ekholm is considered over-boarded by several of our large institutional stockholders, and this matter will be fully considered and addressed by the Board’s Nominating and Corporate Governance Committee prior to recommending directors for election at the Company’s 2022 Annual Meeting of Stockholders.
Proposal 2:
The advisory vote on approving the compensation for the Company’s named executive officers was approved.
For
Against
Abstain
Broker
Non-Vote
188,571,015
23,095,790
186,888
13,765,457
Proposal 3:
The appointment of Ernst & Young, LLP as the independent registered public accounting firm of the Company for the current fiscal year ending January 1, 2021 was ratified.
For
Against
Abstain
213,033,834
12,279,246
306,070
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
