TRIMBLE INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the retirement of Steven W. Berglund as executive chairperson of the board of directors of the Company (the "Board") and the appointment of a non-employee director as chairperson (as described in Item 8.01, below), the Board approved an amendment and restatement of the By-Laws of the Company (the "Bylaws"), effective June 1, 2023 to reflect the non-employee nature of the chairperson role, to designate the President as Chief Executive Officer of the Company, and to make certain conforming changes to the By-Laws in connection therewith.

The foregoing description is qualified in its entirety by the text of the amended and restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2023 annual meeting of stockholders of Trimble Inc. (the "Annual Meeting") was held on June 1, 2023. At the Annual Meeting, the stockholders voted on the proposals listed below, with the voting results as shown below:

Proposal 1:

The following directors were elected to serve for the ensuing year and until their successors are elected:

                             For             Withheld        Broker Non-Vote
James C. Dalton            199,170,688       10,882,571            14,159,799
Börje Ekholm               195,880,227       14,173,032            14,159,799
Ann Fandozzi               207,624,481        2,428,778            14,159,799
Kaigham (Ken) Gabriel      208,534,492        1,518,767            14,159,799
Meaghan Lloyd              179,347,643       30,705,616            14,159,799
Sandra MacQuillan *        182,146,277       27,906,982            14,159,799
Robert G. Painter          208,613,349        1,439,910            14,159,799
Mark S. Peek               187,440,885       22,612,374            14,159,799
Thomas Sweet               208,543,582        1,509,677            14,159,799
Johan Wibergh              207,546,139        2,507,120            14,159,799

* As described in the Company's Current Report on Form 8-K filed by us with the SEC on May 3, 2023, and the supplement to the proxy statement for the Annual Meeting filed by us with the SEC on May 11, 2023, Sandra MacQuillan passed away on April 27, 2023. As a result, votes cast for Ms. MacQuillan were disregarded, and the size of the Board was reduced accordingly, by resolution of the Board.

Proposal 2:

The advisory vote on approving executive compensation ("Say on Pay") was
approved.
     For             Against          Abstain        Broker Non-Vote
   175,493,218       34,412,656         147,385            14,159,799


Proposal 3:

In the advisory vote on the frequency of holding a Say on Pay vote, a frequency of every year received the greatest number of votes.

    1 year           2 years         3 years        Abstain
   206,517,699          55,547       3,360,704        119,309


Proposal 4:

The appointment of Ernst & Young, LLP as the independent registered public accounting firm of the Company for the current fiscal year, ending December 29, 2023, was ratified.

     For             Against          Abstain
   204,660,820       19,322,339         229,899

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Item 8.01 Other Events.

In connection with the retirement of Steven W. Berglund as executive chairperson of the Board as of the date of the Annual Meeting, Mr. Börje Ekholm was named by the Board as its chairperson, effective as of the same date. Additionally, the size of the Board was concurrently fixed at nine (9) for the time being by resolution of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  Exhibit No.                                  Description
      3.1            Amended and Restated By-Laws of Trimble Inc. (effective June 1,
                   2023)
      104          The cover page from this Report on Form 8-K, formatted in Inline
                   XBRL

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