Trimble Inc. (TRMB) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the Trimble Inc. Annual Shareholder Meeting. At this time, the meeting will begin. And it is my pleasure to turn the floor over to your host, Steve Berglund. Sir, the floor is yours.

Good evening and welcome to the Trimble 2020 Annual Meeting of the Stockholders. I am Steve Berglund, Executive Chair of Trimble. This meeting is now called to order. To begin, I would like to introduce our other directors and officers who are joining today. From our Board of Directors: Rob Painter, our President, CEO and a member of the Board; Merit Janow; Mark Peek; Ken Gabriel; Meaghan Lloyd; Johan Wibergh; Sandra MacQuillan; and Börje Ekholm. Other representatives from our management team, in addition to Mr. Painter, include David Barnes, our Senior Vice President and Chief Financial Officer; and Jim Kirkland, our Senior Vice President, General Counsel and Corporate Secretary, who will also serve as the secretary for this meeting. Finally, I would like to introduce Paul Rimas, Deputy General Counsel of Trimble, who will be in charge of counting the proxies and votes as the inspector of elections for this meeting. Mr. Rimas has executed an oath of inspector of elections. I will now ask Jim Kirkland to review the formal procedures for the meeting and to manage the official business of the meeting. Jim?

Thank you, Steve. I will now review the formal requirements for this meeting. As a reminder, today's meeting is being conducted live via webcast, and all participants are attending virtually. The meeting is being conducted in accordance with Trimble's bylaws and the meeting rules of conduct. The rules of conduct are also posted on the virtual meeting website. In order to allow for an orderly meeting and permit sufficient time for questions, we ask that you follow these rules. We will be accepting questions online during the course of this meeting, and we'll be answering questions at the end of the meeting. If you would like to submit a question to the company during this meeting, please do so via the Ask a Question tool on the Trimble virtual shareholder meeting web page. All questions will be subject to the rules of conduct for this meeting. We have allocated time at the end of the meeting to respond to appropriate questions, and we'll answer your questions to the extent time permits. Notice of this meeting, containing instructions on how to access our annual meeting materials, including our proxy statement, annual report and proxy card, was mailed on or about April 15, 2020, to all stockholders of record at the close of business on March 30, 2020, the record date for this meeting. Only holders of Trimble's common stock at the close of business on the record date received notice of and are entitled to vote at this meeting. I have an affidavit signed and sworn to by a representative of Broadridge Financial Solutions as to the mailing that will include the notice and the affidavit as part of the minutes of this meeting. A certified list of the red companies registered shareholders as of the close of business on the record date is available for inspection via the identified link at the bottom of the Trimble virtual shareholder meeting web page. The list is available for inspection during this meeting by any stockholder and will be filed with the records of the company. I now direct the inspector of elections to report as to the presence of a quorum at this meeting. Paul?

Thanks, Jim. The report as to quorum indicates that there are represented either in person or by proxy 224,979,158 shares of the company's common stock, which is approximately 90% of the issued and outstanding shares of common stock entitled to vote.

Thank you, Paul. Steve, since greater than a majority of the company's outstanding shares entitled to vote at this meeting as of the March 30, 2020, record date is represented here today, we have a quorum present at this meeting, and I declare this meeting duly convened and competent to proceed with the transaction of business. We will now proceed with the official business of the meeting. We have 4 proposals on which the stockholders will be voting, all of which are described in the proxy statement. Proposal 1 is to elect 10 directors of the Board of Directors to serve until next year's Annual Meeting of Stockholders. The Board of Directors has authorized the nomination of each of the following nominees: Steven W. Berglund, Robert G. Painter, Merit E. Janow, Mark S. Peek, Ron Nersesian, Kaigham (Ken) Gabriel, Meaghan Lloyd, Johan Wibergh, Sandra MacQuillan and Börje Ekholm. These nominees were all nominated by the Board. None of the nominees were proposed by stockholders. The Board of Directors unanimously recommends for -- a vote for each of these nominees. Proposal 2 is to hold an advisory vote on approving the compensation for our named executive officers as disclosed in our proxy statement. The Board of Directors unanimously recommends a vote for this proposal. Proposal 3 is to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the current fiscal year ending January 1, 2021. The Board of Directors unanimously recommends a vote for this proposal. Proposal 4 is to approve an amendment to this 2002 stock plan to increase the number of shares of common stock available for the grant of options and awards. The Board of Directors unanimously recommends a vote for this proposal. Because no further business is scheduled to come before the stockholder, the polls are now opened. It is approximately 5:07 p.m. Pacific Time on May 27, 2020. If you've already voted by proxy, including over the Internet or by phone, you do not need to take any further action. If you didn't previously vote or wish to change your vote, you may do so now by clicking the Vote Here button and following the instructions on the virtual meeting platform. Until the polls close, any stockholder may revoke or change his or her previously submitted choices online. However, once the polls close, no further ballots, proxies or votes or any revocations or changes will be accepted online. We will now allow approximately another minute for any stockholders to vote their shares. We will pause, and there will be silence while we wait for the votes. [Voting]

It is now approximately 5:09 p.m. Pacific Time on May 27, 2020, and I declare the polls are now closed. The inspector of elections will now announce the preliminary results. The final results of the vote will be tallied by the inspector of elections, reported as stated in the minutes of this meeting and also filed with the SEC in a current report on Form 8-K within 4 business days of this meeting. Paul, please proceed when you are ready.

Thank you, Jim. The first proposal is to elect the 10 director nominees to the Board of Directors. Each director nominee received the affirmative vote of a majority of votes cast. I hereby declare that each director has been elected by the necessary vote. The second proposal is to approve on a nonbinding advisory basis the compensation for each of Trimble's named executive officers. Approximately 95% of the total shares present in person or represented by proxy was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote. The third proposal is to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the current fiscal year ending January 1, 2021. Approximately 94% of the total shares present in person or represented by proxy was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote. The fourth proposal is to approve an amendment to the 2002 stock plan to increase the number of shares of common stock available for the grant of equity awards. Approximately 92% of the total shares present in person or represented by proxy was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote.

Thank you, Paul. That concludes the formal portion of this annual meeting. At this time, we do not have any questions and answers submitted in connection with the meeting. Seeing as there are no questions, this concludes the question-and-answer portion of our meeting. If you have specific questions unrelated to this meeting or that are more relevant to your particular circumstances, you can reach out to our Investor Relations team following the conclusion of this meeting at [email protected]. This concludes our meeting. I hereby declare the meeting adjourned. We appreciate your interest in Trimble, and thank you for attending our 2020 Annual Meeting of Stockholders.

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation, and have a wonderful day.