Item 8.01 Other Events.
This Current Report on Form
8-K
is being filed to update the description of the common stock of
Trimble, Inc. (“Trimble”) contained in Trimble’s Registration Statement on Form
8-A,
filed with the Securities and Exchange Commission (the “SEC”) on June 15, 1990, for purposes
of SEC forms that require or allow a description of the Trimble’s common stock to be incorporated by reference from a registration statement or report filed under the Securities Exchange Act of 1934, as amended.
DESCRIPTION OF COMMON STOCK
Authorized Capital
Stock
Under Trimble’s certificate of incorporation, Trimble’s authorized capital stock consists of 3,000,000 shares of preferred stock, par
value $0.001 per share (“Preferred Stock”), and 360,000,000 shares of common stock, par value $0.001 per share (“Common Stock”). As of December 29, 2017, there were 248,896,610 shares of Common Stock and no shares of
Preferred Stock outstanding.
Trimble Common Stock
Trimble Common Stock Outstanding
. The outstanding shares of Common Stock are duly authorized, validly issued, fully paid and
nonassessable. The Common Stock is listed and principally traded on the Nasdaq Global Select Market under the symbol “TRMB.”
Voting Rights
. Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of
Trimble’s stockholders and directors are elected by plurality voting, subject to the majority voting policy adopted by Trimble’s board of directors (the “Board”) pursuant to which if a director fails to receive at least a
majority of the votes cast in an uncontested election of directors, that director will be required to tender his or her resignation for consideration by the Board.
Dividend Rights
. Subject to any preferential dividend rights granted to the holders of any shares of Preferred Stock that may at the
time be outstanding, holders of Common Stock are entitled to receive dividends as may be declared from time to time by the Board out of funds legally available therefor.
Rights upon Liquidation
. Holders of Common Stock are entitled to share pro rata, upon any liquidation or dissolution of Trimble, in all
remaining assets available for distribution to stockholders after payment or providing for Trimble’s liabilities and the liquidation preference of any outstanding Preferred Stock.
Preemptive Rights
. Holders of Common Stock have no preemptive right to purchase, subscribe for or otherwise acquire any unissued or
treasury shares or other securities.
Anti-Takeover Provisions
. Provisions in Trimble’s charter documents and under Delaware
law could prevent or delay a change of control, which could reduce the market price of Common Stock. Certain provisions of Trimble’s certificate of incorporation, Trimble’s bylaws, and the Delaware General Corporation Law
(“DGCL”) may be deemed to have an anti-takeover effect and could discourage a third party from acquiring, or make it more difficult for a third party to acquire, control of Trimble without approval of the Board. These provisions could also
limit the price that certain investors might be willing to pay in the future for shares of Common Stock. As described below, certain provisions allow the Board to authorize the issuance of Preferred Stock with rights superior to those of Common
Stock. The provisions described above and provisions of the DGCL may discourage, delay or prevent a third party from acquiring Trimble.
Preferred Stock
. The Board is authorized, subject to limitations prescribed by Delaware
law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of any wholly unissued series. The Board
can also increase or decrease the number of shares of any such series and the designation thereof. The Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, may, among other things, have the effect of adversely affecting the market price of
the Common Stock and the voting and other rights of the holders of Common Stock.
Section
203 of the DGCL
.
Trimble is subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three
years from the date of the transaction in which the person became an interested stockholder, unless the interested stockholder attained this status with the approval of the Board or unless the business combination was approved in a prescribed
manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an “interested stockholder” is a person who, together
with affiliates and associates, owns, or within three years owned, 15% or more of the corporation’s voting stock. This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to
Trimble and, accordingly, may discourage attempts to acquire Trimble.
Transfer Agent and Registrar
American Stock Transfer & Trust Company is the transfer agent and registrar for the Common Stock.
This summary description of the Common Stock does not purport to be complete and is qualified in its entirety by reference to Trimble’s certificate of
incorporation filed as Exhibit 3.1 to Trimble’s Current Report on Form
8-K,
filed with the SEC on October 3, 2016 and incorporated by reference herein.