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): January 29, 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.

As previously announced on November 1, 2023 by Trimble Inc. (“Trimble” or the “Company”) Phillip Sawarynski, who currently serves as the Company’s Vice President of Corporate Development, Treasurer, and Managing Director and Co-Lead at Trimble Ventures, will become its new Chief Financial Officer effective at the end of May 2024.

In connection with his appointment, Mr. Sawarynski will receive an annual base salary of $450,000; will be eligible to participate in Trimble’s Management Incentive Plan, with an annual target bonus at 80% of base salary; and will receive $1,000,000 in restricted stock units as a promotional grant and in recognition of his transitional efforts. The promotional grant will vest in equal annual installments over a three‑year period, with a vesting start date of January 15, 2024. Mr. Sawarynski will continue to be eligible for annual equity awards under the Company’s long‑term incentive plans. He will also be eligible for the Company's executive physical program and will continue to participate in the Company’s medical, dental, life, short‑ and long‑term disability insurance, and 401k plans, as well as the Company’s discretionary vacation time Policy.

Mr. Sawarynski has also entered into the Company’s Executive Severance Agreement and the Company’s Change in Control Severance Agreement. Under the Executive Severance Agreement, if Mr. Sawarynski is terminated, he will receive:

•100% of his base salary and target bonus amount,

•a prorated bonus for the then-current year,

•fourteen months of continued health coverage,

•his outstanding options and restricted stock units will vest pro rata based on the date of termination, and

•his performance stock units will vest on a pro rata basis based on the length of time from the date of the grant to the date of termination, subject to satisfaction of the performance-based vesting condition.

If, however, Mr. Sawarynski is terminated within twelve months following a change in control, under the Change of Control Severance Agreement, Mr. Sawarynski will instead receive:

•150% of his base salary and target bonus amount,

•a prorated bonus for the then-current year,

•fourteen months of continued health coverage, and

•all of his outstanding options and restricted stock units will accelerate and become vested and exercisable.

The Executive Severance Agreement and the Change in Control Severance Agreement entered into by Mr. Sawarynski are materially consistent with the Form of Executive Severance Agreement between the Company and certain Company officers and the Form of Change in Control Severance Agreement between the Company and certain Company officers filed, respectively, as Exhibits 10.2 and 10.1 to the Company’s Form 10‑Q for the quarterly period ended June 30, 2017.

As a current officer of the Company, Mr. Sawarynski is already a party to the standard form indemnification agreement that the Company enters into with all directors and officers, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 15, 2017.

The full text of the offer letter detailing the terms of Mr. Sawarynski’s employment arrangement is attached as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits.

Exhibit No.	Description
10.1	Offer Letter to Phillip Sawarynski, accepted January 29, 2024
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: February 1, 2024	By:	/s/ JENNIFER A. ALLISON
		Jennifer A. Allison Vice President, General Counsel and Secretary

EX-10.1

Trimble Inc.

10368 Westmoor Drive

Westminster, CO 80021

January 29, 2024

Dear Phil:

I am pleased to extend to you this offer of employment as Senior Vice President, Chief Financial Officer, reporting to Rob Painter, Chief Executive Officer, to become effective upon the retirement of David Barnes at the end of May 2024. In your new position, your salary will be paid on a bi-weekly basis aggregating to the equivalent of $450,000.00, annualized. Your new salary level will become effective April 29, 2024.

Incentive/Bonus Plan: As Senior Vice President, Chief Financial Officer, you are eligible to participate in the Trimble OneBonus incentive bonus plan at a target of 80% of your annual base salary and a maximum bonus payout of two (2) times your target bonus. Your participation will be subject to and governed by the terms of such plan. Any payouts under the plan are payable at the sole discretion of our executive leadership team and are based on Trimble’s performance.

Promotional Grant: You will be granted the value of $1,000,000.00 USD in Restricted Stock Units (“RSUs”) in accordance with Trimble’s equity granting policy and practices. The promotion grant will have a vest commencement date of January 15, 2024. This grant will vest in equal parts over a 3-year period (1/3rds) and be subject to the standard RSU executive officer stock award agreement terms.

Equity Award:As a result of your level and position in the organization, you are eligible to potentially receive a Trimble annual equity grant. In 2024 it will be recommended to the Compensation Committee that you be granted equity awards with an aggregated value of $2,200,000.00 USD in Restricted Stock Units (“Initial RSUs”) and Performance Share Units (“PRSUs”). The equity grant period occurs typically in April of each year. All such grants are subject to the approval of Trimble's People & Compensation Committee. All equity grants are subject to the 2002 Trimble Amended and Restated Stock Plan, the standard terms and conditions of the applicable executive equity award agreements then in effect, and Trimble's practices and procedures regarding equity awards.

Executive Severance, Change of Control Severance; Age & Service Equity Vesting Program: You will be entitled to enter into the Executive Severance Agreement (see Exhibit A) and the Executive Change of Control Severance Agreement (see Exhibit B) with Trimble, under which you will receive certain severance benefits in accordance with their terms. Additionally, you will be included as a participant within Trimble’s Age & Service Equity Vesting Program and be entitled to the benefits provided by the Program.

Benefits and Paid Time off: You will continue to be eligible for your current benefit plan elections and Trimble’s Discretionary Vacation Policy, subject to the terms and conditions under those plans. In addition to your current benefit plan elections, you are eligible to participate in Trimble’s Executive Physical Program.

Employment At-Will: Your employment will be at-will, meaning that you or Trimble may terminate your employment relationship at any time, with or without cause and with or without notice. This letter is not intended as and will not be deemed to be a guarantee of employment or benefits for any period of time, but rather is an understanding as to the compensation and other benefits you will initially receive from us.

Phil, Trimble values the contributions you have made to our ongoing success. We believe that this role would provide new opportunities and challenges for you. We look forward to your future contributions and will enthusiastically receive your acceptance of this offer.

To accept this offer, please complete and sign through our electronic signature system. This offer is open for you to accept until seven (7) calendar days from the date of this letter, at which time it will be deemed to be withdrawn. As soon as we receive your acknowledgement, you will receive further information to ensure you have the correct benefits information and payroll documents completed for your new position.

Sincerely,

/s/ JAIME NIELSEN

Jaime Nielsen

Chief People Officer

Signed by:

/s/ PHILLIP SAWARYNSKI    January 29, 2024    

Signature of Phillip Sawarynski            Date Accepted

XML

Cover Cover	Jan. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 29, 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