Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2018 (February 1, 2018)



Trimble Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-14845   94-2802192

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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 February 1, 2018, the board of directors (the “Board of Directors”) of Trimble Inc. (the “Company”) appointed Johan Wibergh to serve as a director of the Company and expanded the Board of Directors from eight to nine members, effective as of the appointment date of Mr. Wibergh. Mr. Wibergh has not yet been appointed to serve on any committee of the Board of Directors. Mr. Wibergh will be entitled to compensation for his 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 effective as of May 7, 2015, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2015. In addition, the Company intends to enter into its standard form indemnification agreement with Mr. Wibergh.


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.




a Delaware corporation

Dated: February 6, 2018     By:  

/s/ James A. Kirkland


James A. Kirkland

Senior Vice President and General Counsel