Trimble (TRMB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 17, 2025, to be held virtually, with stockholders of record as of April 21, 2025, eligible to vote.

• 2024 was a transformative year, with portfolio simplification, re-segmentation, and a focus on the Connect & Scale strategy, resulting in record ARR, gross margin, and profitability.

• Revenue for 2024 was $3.68 billion (down 3% due to divestitures, but up 5% organically), with ARR reaching $2.26 billion (up 14% year over year).

• Software, services, and recurring revenue represented 76% of total revenue; $175 million in common stock was repurchased.

• Major business moves included a joint venture with AGCO and the sale of the mobility business to Platform Science.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of ten directors, (2) advisory vote to approve executive compensation (Say on Pay), and (3) ratification of KPMG as the independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

• Proxy access allows groups of up to 20 stockholders owning 3%+ of shares for 3 years to nominate up to 20% of the board.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in technology, finance, construction, and global business.

• Majority voting standard for director elections adopted; proxy access provision added.

• Board refreshment emphasized, with over half of directors having less than five years' tenure and a third being female and/or ethnically diverse.

• Independent chairperson and no supermajority voting requirements.

• Stock ownership guidelines in place for directors and executives.