STOCK TITAN
  1. Home
  2. Sec-filings
  3. TRMB
  4. [8-K] TRIMBLE INC. Reports Material Event

Trimble (NASDAQ: TRMB) details vote results and audit oversight shift

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trimble Inc. reported results from its 2026 annual stockholder meeting. Stockholders elected eight directors, with support levels generally strong across the slate and 13,754,730 broker non-votes recorded in the director elections.

Investors approved the advisory vote on executive compensation, ratified KPMG LLP as independent auditor for the fiscal year ending January 1, 2027, and approved amendments to the Employee Stock Purchase Plan. Before the meeting, director Mark S. Peek resigned from the Board and its committees, and the Board reduced its size from nine to eight members.

Thomas Sweet was appointed Chair of the Audit Committee, which will continue overseeing remediation of previously identified material weaknesses in internal control over financial reporting, which the Company currently anticipates completing in 2027.

Positive

  • None.

Negative

  • None.

Insights

Trimble’s meeting shows routine approvals, with ongoing focus on control remediation.

Stockholders backed all key proposals: the director slate, executive pay advisory vote, auditor ratification, and Employee Stock Purchase Plan amendments. That combination signals broad support for the company’s current governance and compensation structure based on the votes disclosed.

Director Mark S. Peek resigned before the meeting, and the Board shrank from nine to eight members. Thomas Sweet’s appointment as Audit Committee Chair places clear responsibility for overseeing remediation of previously identified material weaknesses in internal control over financial reporting.

The company currently anticipates completing remediation in 2027. Future SEC reports describing progress on these internal control efforts will help investors understand how quickly the weaknesses are addressed and whether additional governance or process changes are implemented.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Director vote example – Ronald S. Nersesian 196,594,015 for, 3,271,322 withheld Election of directors at 2026 annual meeting
Director vote example – Johan Wibergh 190,963,725 for, 8,901,612 withheld Election of directors at 2026 annual meeting
Broker non-votes on directors 13,754,730 broker non-votes Election of directors at 2026 annual meeting
Say on Pay vote 190,261,954 for, 9,164,255 against Advisory executive compensation vote at 2026 meeting
Auditor ratification vote 211,564,227 for, 1,870,857 against Ratification of KPMG LLP for FY ending January 1, 2027
ESPP amendments vote 198,746,799 for, 759,915 against Approval of Employee Stock Purchase Plan amendments
Remediation target year 2027 Anticipated completion of internal control weakness remediation
broker non-votes financial
"There were 13,754,730 broker non-votes in the election of directors."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say on Pay financial
"The advisory vote on approving executive compensation (“Say on Pay”) was approved."
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Employee Stock Purchase Plan financial
"Proposal 4: The amendments to the Employee Stock Purchase Plan were approved."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
material weaknesses in the Company’s internal control over financial reporting regulatory
"remediation of the previously identified material weaknesses in the Company’s internal control over financial reporting"
Audit Committee financial
"Thomas Sweet was appointed by the Board as Chair of the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
forward-looking statements regulatory
"Certain statements made in this on are forward-looking statements within the meaning of Section 21E"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0000864749false00008647492026-05-262026-05-26

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 26, 2026
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareTRMBNASDAQ 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 5.07 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:
ForWithheld
Borje Ekholm187,932,829 11,932,508 
Kaigham (Ken) Gabriel133,387,509 66,477,828 
Meaghan Lloyd161,509,493 38,355,844 
Ronald S. Nersesian196,594,015 3,271,322 
Robert G. Painter195,966,904 3,898,433 
Kara Sprague134,359,417 65,505,920 
Thomas Sweet134,302,119 65,563,218 
Johan Wibergh190,963,725 8,901,612 
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.
ForAgainstAbstainBroker Non-Vote
190,261,954 9,164,255 439,128 13,754,730 
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.
ForAgainstAbstain
211,564,227 1,870,857 184,983 
Proposal 4: The amendments to the Employee Stock Purchase Plan were approved.
ForAgainstAbstain
198,746,799 759,915 358,623 
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.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are 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 of the Company’s


remediation of material weaknesses, 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 on Form 8-K 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 risk that completion of the remediation of material weaknesses will take longer than expected. 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 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 on Form 8-K. 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.
 
TRIMBLE INC.
a Delaware corporation
 
Date: May 27, 2026By:/s/ JENNIFER A. ALLISON
Jennifer A. Allison,
General Counsel and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Trimble (TRMB) stockholders approve at the 2026 annual meeting?

Stockholders elected eight directors, approved the advisory "Say on Pay" executive compensation vote, ratified KPMG LLP as independent auditor for the fiscal year ending January 1, 2027, and approved amendments to Trimble’s Employee Stock Purchase Plan, according to the reported voting results.

How did Trimble (TRMB) shareholders vote on executive compensation in 2026?

Trimble shareholders approved the advisory vote on executive compensation, with 190,261,954 votes for, 9,164,255 against, and 439,128 abstentions, plus 13,754,730 broker non-votes. This indicates broad but not unanimous support for the company’s current executive pay program.

Which auditor did Trimble (TRMB) shareholders ratify for the 2026 fiscal year?

Shareholders ratified KPMG LLP as Trimble’s independent registered public accounting firm for the fiscal year ending January 1, 2027. The vote totaled 211,564,227 for, 1,870,857 against, and 184,983 abstentions, showing strong support for continuing with KPMG.

What board and committee changes did Trimble (TRMB) disclose around the 2026 meeting?

Director Mark S. Peek resigned from the Board before the annual meeting and stepped down from the Audit and Nominating and Corporate Governance Committees. The Board reduced its size from nine to eight directors, and Thomas Sweet was appointed Chair of the Audit Committee effective May 26, 2026.

What did Trimble (TRMB) say about internal control weaknesses and remediation timing?

Trimble stated that its Audit Committee will continue overseeing remediation of previously identified material weaknesses in internal control over financial reporting. The company currently anticipates completing this remediation in 2027, while cautioning that actual timing could differ due to various risks and uncertainties.

Were Trimble (TRMB) Employee Stock Purchase Plan amendments approved by shareholders?

Yes. Shareholders approved amendments to Trimble’s Employee Stock Purchase Plan with 198,746,799 votes for, 759,915 against, and 358,623 abstentions. This approval allows the company to implement the updated plan terms as described to stockholders before the vote.

Filing Exhibits & Attachments

3 documents

Other Documents