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 8, 2015)
Trimble Navigation Limited
(Exact name of registrant as specified in its charter)
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California
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001-14845
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94-2802192
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer I.D. No.)
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935 Stewart Drive, Sunnyvale, California, 94085
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 481-8000
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:
o 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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Trimble Navigation Limited (the “Company”) was held on May 8, 2014. At the annual meeting, the shareholders voted on the proposals listed below. The voting results for each proposal were as follows:
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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Broker Non-Vote
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Steven W. Berglund
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212,784,203 | 2,055,103 | 20,334,514 | |||||||||
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John B. Goodrich
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211,308,063 | 3,531,243 | 20,334,514 | |||||||||
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Merit E. Janow
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213,683,686 | 1,909,620 | 20,334,514 | |||||||||
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Ulf J. Johansson
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210,410,261 | 4,429,045 | 20,334,514 | |||||||||
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Ronald S. Nersesian
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213,760,097 | 1,833,209 | 20,334,514 | |||||||||
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Mark S. Peek
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214,485,472 | 1,107,834 | 20,334,514 | |||||||||
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Nickolas W. Vande Steeg
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83,944,405 | 130,894,901 | 20,334,514 | |||||||||
Proposal 2:
To hold an advisory vote on compensation for the Company’s named executive officers.
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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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196,335,171
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18,111,418
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769,717
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20,334,514
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Proposal 3:
The appointment of Ernst & Young, LLP as the independent auditor of the Company for the 2014 fiscal year ending January 2, 2015 was ratified.
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For
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Against
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Abstain
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231,874,764
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2,919,243
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756,813
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The Company acknowledges the withhold vote reflected in the totals for Mr. Vande Steeg. Mr. Vande Steeg’s attendance record for board and committee meetings reflected unusual circumstances during the last year, and the Company is confident based on Mr. Vande Steeg’s strong prior attendance record and active participation in board matters that it will not be repeated. The Company will also take steps to facilitate remote participation in board meetings where circumstances warrant.
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.
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TRIMBLE NAVIGATION LIMITED
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a California corporation
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Dated: May 13, 2014
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By:
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/s/ James A. Kirkland
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James A. Kirkland
Vice President and General Counsel
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