Trimble (TRMB) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with $3.59 billion in revenue and 6% organic growth, despite a 3% overall revenue decline due to planned divestitures.

• Record annualized recurring revenue (ARR) of $2.39 billion, up 14% organically, with ARR comprising 67% of Q4 revenue and 79% of total revenue from software, services, and recurring sources.

• GAAP gross margin increased to 69.1%, non-GAAP gross margin to 71.5%, and adjusted EBITDA reached $1.05 billion (29.2% of revenue).

• Repurchased $875 million in common stock and completed 23 divestitures and 13 acquisitions since 2020.

• Outperformed the S&P 500 in cumulative total return over 20 years.

Voting matters and shareholder proposals

• Election of nine directors, with majority voting standard applied.

• Advisory vote to approve executive compensation (Say on Pay).

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026.

• Approval of amendments to the Employee Stock Purchase Plan, including a 10-year extension and administrative updates.

Board of directors and corporate governance

• Board consists of nine nominees with diverse skills and backgrounds; one director not standing for reelection.

• Independent chairperson and majority of directors are independent; focus on board refreshment and diversity.

• Proxy access and majority voting standard adopted; no supermajority requirements.

• Stock ownership guidelines for directors and executives; succession planning in place.