8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2017 (May 2, 2017)

Trimble Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14845	94-2802192
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)

935 Stewart Drive, Sunnyvale, California, 94085

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 481-8000

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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 5.02(e) Compensatory Arrangements of Certain Officers.

The board of directors (the “Board”) of Trimble Inc. (the “Company”) regularly reviews the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s chief executive officer and each non-employee director to own a minimum number of shares of the Company’s 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 Company’s 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.

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.

	TRIMBLE INC.
	a Delaware corporation
Dated: May 8, 2017	By:	/s/ James A. Kirkland
		James A. Kirkland
		Senior Vice President and General Counsel

Exhibit Index

Exhibit Number	Description
99.1	Trimble Inc. Incentive Compensation Recoupment Policy.

EX-99.1

Exhibit 99.1

TRIMBLE INC.

INCENTIVE COMPENSATION RECOUPMENT POLICY

The Board of Directors (the “Board”) of Trimble Inc. (the “Company”) has adopted this policy (the “Policy”), effective as of May 2, 2017 (the “Effective Date”), which provides for the recoupment of certain executive compensation in the event of an accounting restatement of the Company’s consolidated financial statements resulting from material noncompliance with any financial reporting requirement under the securities laws as set forth herein.

1.          Definitions.  For purposes of this Policy, the following capitalized terms shall have their respective meanings set forth below:

(a)          “Accounting Restatement” means the restatement of one or more previously issued financial statements of the Company, for any period ending after the Effective Date, due to material non-compliance with any applicable financial reporting requirements under the securities laws.  For the avoidance of doubt, an Accounting Restatement does not include any restatement required due to changes in accounting rules or standards or changes in applicable law, including as a result of: (i) retrospective application of a change in accounting principles; (ii) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) retrospective reclassification due to a discontinued operation; (iv) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; (v) retrospective adjustment to provisional amounts in connection with a prior business combination; or (vi) retrospective revision for stock splits.

(b)          “Covered Executive” means any current or former employee of the Company who was subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, at any time during the performance period relating to the applicable Incentive Compensation.

(c)          “Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure.  Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures, and stock price and total shareholder return measures.  For the avoidance of doubt, Incentive Compensation does not include any of the following: (i) annual base salary, (ii) compensation that is awarded based solely on service (e.g., a time-vesting equity award), (iii) bonuses paid solely in the discretion of the Compensation Committee of the Board, or (iv) compensation that is awarded based on subjective standards, strategic measures (e.g., completion of a merger) or operational measures (e.g., attainment of a certain market share).

(d)          “Look-back Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required,

concludes, or reasonably should have concluded, that the Company’s previously issued financial statements contain a material error; or (ii) the date a court, regulator or other legally authorized body directs the Company to restate its previously issued financial statements to correct a material error.

(e)          “Misconduct” means a Covered Executive’s material act of dishonesty or fraud or willful violation of a material Company policy or law, in each case, that directly caused or materially contributed to the need for the applicable Accounting Restatement.

(f)          “Recoverable Compensation” means any Incentive Compensation received in the Look-back Period during which the financial reporting measure specified in the applicable award is attained.  If the grant or earning of an award is based, either wholly or in part, on satisfaction of a financial reporting measure, the award would be deemed received in the fiscal period when that measure was satisfied, in each case without regard to any ongoing service-based vesting requirements.

2.          Forfeiture and Reimbursement.  In the event of an Accounting Restatement, the Company will require, to the fullest extent permitted by applicable law, that a Covered Executive forfeit and/or reimburse the Company for all or such portion (if any) of the Covered Executive’s Recoverable Compensation as determined in the discretion of the Board, in accordance with the following guidelines:

(a)          No Misconduct.  If such Covered Executive did not engage in Misconduct, the amount of Recoverable Compensation that may be forfeited and/or reimbursed to the Company by such Covered Executive, if any, shall be determined in the discretion of the Board and shall not be greater than the amount of Recoverable Compensation that exceeds the amount that otherwise would have been received had it been computed based on the Accounting Restatement, and shall be calculated without regard to any taxes paid. For Recoverable Compensation based on stock price or total shareholder return measures, the amount that may be forfeited and/or reimbursed to the Company shall be based on the Board’s determination of the effect of the Accounting Restatement on the stock price or total shareholder return on which the Incentive Compensation was received.

(b)          Misconduct.  If such Covered Executive engaged in Misconduct, the full amount of Recoverable Compensation shall be subject to forfeiture and/or reimbursement to the Company by such Covered Executive, as determined in the discretion of the Board.

In determining whether to require reimbursement or forfeiture and, if so, the amount of such reimbursement or forfeiture, the Board has the sole discretion to take into account such factors as it deems appropriate, including, but not limited to: (1) whether any Incentive Compensation would have been reduced had the Accounting Restatement been reported at the time such compensation was determined; (2) the Covered Executive’s involvement in and accountability for the Misconduct that directly or indirectly resulted in the need to prepare the restatement; (3) the likelihood of success in seeking reimbursement or forfeiture under governing law relative to the effort involved; (4) whether the assertion of a reimbursement or forfeiture claim may prejudice the interests of the Company in any related proceeding or investigation, or otherwise; (5) whether the use of corporate resources and the expense of seeking reimbursement

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or forfeiture is reasonable in relation to the amount sought or likely to be recovered; (6) the passage of time since the occurrence of the act in respect of the applicable Misconduct; (7) any pending or threatened legal proceeding relating to the applicable Misconduct, and any actual or anticipated resolution (including any settlement) relating thereto; (8) the tax consequences to the affected Covered Executive; (9) any applicable interpretations and clarifications of the Securities and Exchange Commission (the “SEC”) and any applicable securities exchange rules; and/or (10) such other factors as the Board may deem appropriate under the circumstances.

The Board will determine, in its sole discretion, the method for reimbursement or forfeiture of Recoverable Compensation which may include, without limitation: (1) requiring reimbursement of cash Incentive Compensation previously paid; (2) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (3) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; (4) cancelling outstanding vested or unvested equity awards; and/or (5) taking any other remedial and recovery action, in each case, to the extent permitted under applicable law.  To the extent that a Covered Executive does not make reimbursement to the Company under this Policy within a reasonable time following demand by the Company, or any shares of Recoverable Compensation have been sold by the Covered Executive, the Company shall have the right to reduce, cancel or withhold against outstanding, unvested, vested or future cash or equity-based compensation, or require a substitute form of reimbursement, in each case to the maximum extent permitted under applicable law.

Notwithstanding anything herein to the contrary, forfeiture and reimbursement of Recoverable Compensation with respect to one or more Covered Executives shall not be required if either the direct costs of enforcing recovery would exceed the recoverable amounts or application of this Policy to such Covered Executive(s) would violate applicable law.

3.          Administration.  This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board, in which case references herein to the Board shall be deemed references to the Compensation Committee.  Any determinations made by the Board shall be final, conclusive and binding on the Company and the applicable Covered Executive and any other affected individuals.  The determination of the Board need not be uniform with respect to one or more Covered Executives.

4.          General.

(a)          Acknowledgement by Covered Executives. The Company shall provide notice and seek written acknowledgement of this Policy from each Covered Executive as soon as practicable after the later of (i) the Effective Date and (ii) the date on which the employee of the Company is designated as a Covered Executive, provided, that any failure to obtain such acknowledgement shall not impact the enforceability of this Policy by the Company.

(b)          Other Recoupment Rights.  The rights of the Company under this Policy to seek forfeiture or reimbursement are not exclusive remedies and do not preclude any other recourse by the Company, including, but not limited to, termination of employment or institution of civil or criminal proceedings.

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(c)          No Indemnification.  Notwithstanding the terms of the Company’s bylaws or charter or any indemnification agreement between the Company and any current or former Covered Executive, in no event shall the Company indemnify any current or former Covered Executive against any loss of compensation under this Policy.

(d)          Dodd Frank Act.  This Policy is intended to comply with and shall be interpreted to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NASDAQ Stock Market, including any additional or new requirements that become effective after the Effective Date.

(e)          Compliance with Law.  The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law.  The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy.

(f)          Amendment and Termination.  To the extent permitted by, and in a manner consistent with, applicable SEC and NASDAQ Stock Market rules and regulations, the Board reserves the power to terminate, suspend, revise or amend this Policy.

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TRIMBLE INC.

INCENTIVE COMPENSATION RECOUPMENT POLICY

ACKNOWLEDGMENT, CONSENT AND AGREEMENT

I acknowledge that I have received and reviewed a copy of the Trimble Inc. Incentive Compensation Recoupment Policy (as may be amended from time to time, the “Policy”) and I consent to and agree to be bound by and subject to its terms and conditions for so long as I am a “Covered Executive” (as defined therein) under the Policy.  I further acknowledge, understand and agree that, as a Covered Executive, the Policy may affect the compensation that I receive, have received or may become entitled to receive from the Company or its subsidiaries or affiliates under various agreements, plans and arrangements with the Company or its subsidiaries or affiliates.

Signed:

Print Name:       

Date: