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 3, 2023
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 2.02 Results of Operations and Financial Condition.
On May 3, 2023, Trimble Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by this reference.
The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this current report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
It is with deep sadness that the Company regretfully discloses the death of Sandra MacQuillan, a member of the Company’s Board of Directors (the “Board”), who passed away on April 27, 2023. Ms. MacQuillan was a valued member of the Board since October 2018 and served on the Board's Nominating and Corporate Governance Committee at the time of her death. Her insight, courage, and support for the Company will be greatly missed. With the passing of Ms. MacQuillan, the Board now consists of ten directors, and the Nominating and Corporate Governance Committee now consists of three members (all three of whom are independent directors).
The Company extends its deepest sympathies and condolences to Ms. MacQuillan’s family and loved ones.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
| 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.
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| | TRIMBLE INC. |
| | a Delaware corporation |
| | | | |
| | | | |
| Dated: May 3, 2023 | By: | /s/ David G. Barnes | |
| | | David G. Barnes | |
| | | |
| | | Chief Financial Officer | |
