8-K

TRIMBLE INC.

a Delaware corporation

Date: August 13, 2024

/s/ Jennifer A. Allison

Jennifer A. Allison
General Counsel and Secretary

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): August 13, 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 Drive, 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 8.01.

Other Events.

As previously disclosed, Trimble Inc. (the “Company”) expects to hold its 2024 Annual Meeting after the Company files its amended Annual Report on Form 10-K (the “Form 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024.

As of today, the previously disclosed assessment by Ernst & Young LLP (“EY”) is nearing completion, and the Company plans to file its amended Form 10-K as soon as practicable once EY’s work is complete. EY has been performing and continues to perform incremental audit procedures responsive to the identified material weaknesses, and the Company currently expects EY’s assessments of the impact of the matters noted above to be completed in approximately a month or so. Based on the work to date, management has not identified any errors that would result in a restatement to the consolidated financial statements for the periods presented in the Form 10-K or for any previously released financial results. Furthermore, EY has not withdrawn its audit report on the financial statements included in the Form 10-K.

Because the Company has not yet filed its amended Form 10-K, the Company intends to reconvene the 2024 Annual Meeting as scheduled on August 14, 2024 for the sole purpose of adjourning the meeting. The 2024 Annual Meeting will be reconvened at 10:00 a.m. Mountain time on Monday, September 30, 2024 and solely by means of remote communication, at which time the Company believes it will have filed its amended Form 10-K with the SEC.

The record date for determining stockholder eligibility to vote at the 2024 Annual Meeting remains the close of business on April 1, 2024. Proxies previously submitted will be voted at the 2024 Annual Meeting unless properly revoked, and stockholders who have already submitted a proxy or otherwise voted and who do not wish to change their vote do not need to take any action. Stockholders who wish to change their vote may do so by internet or by phone up to 11:59 p.m. Eastern time on Sunday, September 29, 2024 or virtually at the time of the reconvened meeting.

Forward-Looking Statements

Certain statements made in this document contain 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 statements include statements regarding the timing and expectations regarding the Company’s 2024 Annual Meeting, as well as all statements that are not historical facts. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to, the expected timing and results of EY’s completion of its additional audit procedures and the risk that the completion and filing of the amended Form 10-K will take longer than expected and will not occur before September 30, 2024. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.

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.

SEC Form 8-K filed by Trimble Inc.