Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2026, Trimble Inc. ("Trimble" or the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders voted on the following proposals and cast their votes as described below.
Proposal 1: The following directors were elected to serve for the ensuing year and until their successors are elected:
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For
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Withheld
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Borje Ekholm
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187,932,829
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11,932,508
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Kaigham (Ken) Gabriel
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133,387,509
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66,477,828
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Meaghan Lloyd
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161,509,493
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38,355,844
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Ronald S. Nersesian
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196,594,015
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3,271,322
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Robert G. Painter
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195,966,904
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3,898,433
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Kara Sprague
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134,359,417
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65,505,920
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Thomas Sweet
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134,302,119
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65,563,218
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Johan Wibergh
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190,963,725
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8,901,612
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There were 13,754,730 broker non-votes in the election of directors.
As previously disclosed on a Current Report on Form 8-K filed by the Company on May 26, 2026, Mark S. Peek notified the Board of Directors (the "Board") of Trimble that he had resigned from his role as a director of the Board, effective immediately, prior to the Annual Meeting. Therefore, Mr. Peek did not stand for reelection at the Annual Meeting. As a result, any votes cast regarding the election of Mr. Peek at the Annual Meeting were not counted.
In connection with his resignation from the Board, Mr. Peek also stepped down as Chair of the Audit Committee and is no longer a member of the Audit Committee nor of the Nominating and Corporate Governance Committee.
Mr. Peek's decision to resign from the Board was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
With the resignation of Mr. Peek, the Board reduced the size of its membership from nine to eight directors, effective prior to the Annual Meeting.
Proposal 2: The advisory vote on approving executive compensation ("Say on Pay") was approved.
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For
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Against
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Abstain
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Broker Non-Vote
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190,261,954
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9,164,255
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439,128
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13,754,730
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Proposal 3: The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the current fiscal year, ending January 1, 2027, was ratified.
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For
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Against
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Abstain
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211,564,227
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1,870,857
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184,983
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Proposal 4: The amendments to the Employee Stock Purchase Plan were approved.
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For
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Against
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Abstain
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198,746,799
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759,915
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358,623
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Item 8.01 Other Events.
As previously disclosed in the Current Report on Form 8-K referenced under Item 5.07 above, Thomas Sweet was appointed by the Board as Chair of the Audit Committee, effective May 26, 2026. The Board had made the decision to appoint Mr. Sweet as Chair of the Audit Committee during its regularly scheduled meeting in March 2026. The Audit Committee will continue to provide oversight for the ongoing remediation of the previously identified material weaknesses in the Company's internal control over financial reporting, which the Company anticipates to be completed in 2027.