Form 8-K - Current report

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): January 28, 2024

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.)

10368 Westmoor Dr, Westminster, CO 80021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 887-6100

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	TRMB	NASDAQ 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).

☐ 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On January 28, 2024, the Board of Directors (the “Board of Directors”) of Trimble Inc. (the “Company”) expanded the Board of Directors from nine to eleven members and appointed Kara Sprague and Ron Nersesian to serve as directors of the Company, effective as of February 5, 2024. Neither Ms. Sprague nor Mr. Nersesian has yet been appointed to serve on any committee of the Board of Directors.

Ms. Sprague and Mr. Nersesian will each be entitled to compensation for their service as a non-employee director pursuant to the Company’s compensation practices for non-employee directors, which are described in the Company’s Board of Directors Compensation Policy (the “Compensation Policy,” a current copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed February 28, 2022). In addition, the Company intends to enter into its standard form indemnification agreement with Ms. Sprague and with Mr. Nersesian. Neither Ms. Sprague nor Mr. Nersesian has any family relationship with any director or executive officer of the Company, nor any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K.

The press release announcing these appointments is attached as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events.

On January 28, 2024, the Board of Directors authorized the repurchase of up to $800.0 million in shares of the Company’s common stock, effective immediately. The stock repurchase authorization does not have an expiration date and replaces the prior authorization of up to $750.0 million, of which $115.3 million was remaining at the end of 2023 but is now cancelled.

Under the stock repurchase program, the Company may repurchase shares of the Company’s common stock from time to time, through accelerated share repurchase programs, open market transactions, privately-negotiated transactions, block purchases, tender offers or other means. The program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice.

The press release announcing the stock repurchase program is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

99.1						Press Release, dated as of January 30 , 2024, of Trimble Inc.
104						The cover page from this Report on Form 8-K, formatted in Inline XBRL

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: January 30, 2024	By:	/s/ JENNIFER A. ALLISON
		Jennifer A. Allison Vice President, General Counsel and Secretary

Trimble Announces Board Additions and Capital Allocation Update

Kara Sprague and Ron Nersesian elected as new independent directors

$800 million share repurchase authorized

WESTMINSTER, Colo., Jan. 30, 2024—Trimble Inc. (NASDAQ: TRMB) announced today the appointment of Kara Sprague and Ron Nersesian to its Board of Directors, effective February 5, 2024. Sprague is the Executive Vice President and Chief Product Officer at F5, Inc., and Nersesian is the Chairman of the Board of Directors of Keysight Technologies, and formerly served on Trimble’s Board of Directors from November 2011 through May 2021.

“We are thrilled to welcome Kara and Ron to our Board,” said Rob Painter, Trimble’s CEO. “Kara’s experience driving the growth and go-to-market transformation of a leading software business adds valuable perspective as software represents an increasingly core aspect of our business model. Ron brings a track record of prudent capital allocation and outstanding shareholder returns, including significant value creation during his tenure as CEO of Keysight.”

The Company also announced today that the Board has authorized a common stock repurchase authorization of up to $800 million, which replaces the Company’s existing authorization and goes into effect immediately. Trimble expects to utilize a significant amount of the authorization in 2024. The Company plans to host an investor day in the second half of 2024 where it will provide an update of the company’s margin target in the context of the new segment reporting structure.

“We previously announced that we expect to repay $1.1 billion of debt and repurchase $400 million worth of shares with the proceeds from the proposed AGCO JV transaction, shortly following the close of the JV, which is expected to occur in the second quarter of 2024. Today’s announcement maintains that plan while expanding our expectations for total repurchase activity in 2024. The prioritization of capital return and debt repayment reflects our near-term capital allocation priorities as well as our confidence in the value of Trimble’s long-term plan. We are excited to execute in our core business and to continue to drive growth in revenue, cash flow and returns on capital. We expect any near-term acquisitions to focus on tuck-in opportunities that leverage the Company’s industry leading commercial platforms," Painter added.

Shares of common stock may be repurchased from time to time, through accelerated share repurchase programs, open market transactions, privately-negotiated transactions, block purchases, tender offers or other means. The program may be suspended, modified or discontinued at any time at the Company's discretion without notice.

Kevin Galligan, Partner at JANA Partners, a Trimble shareholder, remarked: “We are pleased with these high-quality additions to Trimble’s Board as well as the Company’s capital allocation update. Trimble is an outstanding company with significant opportunity for value creation through its refined capital allocation approach, attractive mix of software and recurring revenue and potential to drive margin expansion. We look forward to supporting Rob and the Company as they execute their strategy to compound value.”

Trimble will announce fourth quarter and full year 2023 earnings on February 12, 2024.

Additional biographical information on Board appointees is included below:

About Kara Sprague

Kara is currently Executive Vice President and Chief Product Officer of F5, Inc. Since joining F5 in 2017, she has held a variety of product and GTM leadership roles, including EVP of Application Delivery and Enterprise Product Ops. Prior to F5, Kara spent 13 years at McKinsey, where she held various leadership positions across their technology practice. Earlier in her career, she was an engineer for several large enterprise software organizations.

About Ron Nersesian

Ron is currently Chairman of Keysight Technologies, after previously serving as Executive Chairman. Ron led Keysight as President and CEO from initial formation in 2014 through 2022. He assumed these roles following Keysight’s spin-off from Agilent Technologies. Ron also served in various leadership roles across Agilent, including President and Chief Operating Officer, over a 10 year period. Earlier in his career, Ron had roles at Hewlett-Packard and LeCroy, now a part of Teledyne, in a range of management positions over nearly 18 years.

About Trimble

Dedicated to the world's tomorrow, Trimble is a technology company delivering solutions that enable our customers to work in new ways to measure, build, grow and move goods for a better quality of life. Core technologies in positioning, modeling, connectivity and data analytics connect the digital and physical worlds to improve productivity, quality, safety, transparency and sustainability. From purpose-built products and enterprise lifecycle solutions to industry cloud services, Trimble is transforming critical industries such as construction, geospatial, agriculture and transportation to power an interconnected world of work. For more information about Trimble (NASDAQ: TRMB), visit: www.trimble.com.

Safe Harbor

Certain statements made in this press release regarding Trimble’s plans to repurchase up to $800 million of its common stock, the anticipated amount and timing of such repurchases, the manner in which Trimble may effect such repurchases, the anticipated near-term acquisition strategy being limited to tuck-ins, and other statements that are not historical in nature constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, and actual events and results may differ materially from those described in this press release. Factors that could cause or contribute to such differences include, but are not limited to, Trimble's available resources and cash flows from operating activities to repurchase the common stock, changing market prices for Trimble common stock, economic trends in the markets served by Trimble, and alternative uses of capital. More information about potential factors which could affect Trimble's business, financial results and plans for share repurchases is set forth in reports filed with the SEC, including Trimble's quarterly reports on Form 10-Q and its annual report on Form 10-K. All forward-looking statements are based on information available to Trimble as of the date hereof, and Trimble expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in Trimble’s expectations or any change of events, conditions or circumstances on which any such statement is based.

Cover Cover	Jan. 28, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 28, 2024
Entity Registrant Name	Trimble Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14845
Entity Tax Identification Number	94-2802192
Entity Address, Address Line One	10368 Westmoor Dr
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	720
Local Phone Number	887-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	TRMB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000864749
Amendment Flag	false