proxy2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement
Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by the
Registrant X
Filed
by a Party
other than the Registrant __
Check
the
appropriate box:
__ Preliminary
Proxy
Statement
__ Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
X Definitive
Proxy
Statement
__ Definitive
Additional Materials
__ Soliciting
Material
Pursuant to § 240.14a-12
Trimble
Navigation Limited
(Name
of Registrant
as Specified in its Charter)
(Name
of Person(s)
Filing Proxy Statement, if other than Registrant)
Payment
of Filing
Fee (Check the appropriate box):
X No
fee
required.
__ Fee
computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title
of each class
of securities to which transaction applies:
_______________________________________________________________
(2) Aggregate
number of
securities to which transaction applies:
_______________________________________________________________
(3)
Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule
0-11:
________________________________________________________________
(4)
Proposed
maximum
aggregate value of transaction:
________________________________________________________________
(5)
Total
fee
paid:
________________________________________________________________
__ Fee
paid previously
with preliminary materials.
__ Check
box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount
Previously
Paid:
______________________________________________________________
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Schedule, or
Registration Statement No.:
______________________________________________________________
(3) Filing
Party:
______________________________________________________________
(4)
Date
Filed:
______________________________________________________________
TRIMBLE
NAVIGATION LIMITED
NOTICE
OF
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2007
To
The
Shareholders:
NOTICE
IS HEREBY
GIVEN that the Annual Meeting of Shareholders of Trimble Navigation Limited
(the
“Company”) will be held at the Hyatt Regency Hotel, located at 5101 Great
America Parkway, in Santa Clara, California 95054, on Thursday, May 17,
2007, at 6:00 p.m. local time, for the following purposes:
1. |
To
elect
directors to serve for the ensuing year and until their successors
are
elected.
|
2. |
To
ratify the
appointment of Ernst & Young LLP as the independent auditors of the
Company for the current fiscal year ending December 28,
2007.
|
3. |
To
transact
such other business as may properly come before the meeting or any
adjournment thereof.
|
The
foregoing items
of business are more fully described in the Proxy Statement accompanying this
Notice. Only shareholders of record at the close of business on March 19,
2007, will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
All
shareholders
are cordially invited to attend the Annual Meeting in person. However, to ensure
your representation at the meeting, you are urged to mark, sign, date, and
return the enclosed Proxy card as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Alternatively, you may also vote via the
Internet or by telephone in accordance with the detailed instructions on your
Proxy card. Any shareholder attending the meeting may vote in person even if
such shareholder previously returned a Proxy.
For
the Board of
Directors
TRIMBLE
NAVIGATION
LIMITED
Robert
S.
Cooper
Chairman
of the
Board
Sunnyvale,
California
April
6,
2007
IMPORTANT:
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID
ENVELOPE PROVIDED OR VOTE VIA THE INTERNET OR BY TELEPHONE TO ENSURE THAT YOUR
SHARES ARE REPRESENTED AT THE MEETING.
TRIMBLE
NAVIGATION LIMITED
_______________
PROXY
STATEMENT FOR
ANNUAL
MEETING OF SHAREHOLDERS
May
17,
2007
The
enclosed Proxy
is solicited on behalf of the Board of Directors of Trimble Navigation Limited,
a California corporation (the “Company”), for use at the Company’s Annual
Meeting of Shareholders (“Annual Meeting”), to be held at the Hyatt Regency
Hotel, located at 5101 Great America Parkway, in Santa Clara, California 95054,
on Thursday, May 17, 2007, at 6:00 p.m. local time, and at any
adjournment(s) or postponement(s) thereof, for the purposes set forth herein
and
in the accompanying Notice of Annual Meeting of Shareholders.
The
Company’s
principal executive offices are located at 935 Stewart Drive, Sunnyvale,
California 94085. The telephone number at that address is (408) 481-8000.
These
proxy
solicitation materials are to be mailed on or about April 6, 2007, to all
shareholders entitled to vote at the Annual Meeting. A copy of the Company’s
Annual Report for the last fiscal year ended December 29, 2006, accompanies
this
Proxy Statement but does not form any part of the proxy solicitation materials.
A copy of the Annual Report on Form 10-K may be obtained by sending a written
request to the Company’s Investor Relations Department at 935 Stewart Drive,
Sunnyvale, California, 94085. A full copy of the Company’s Annual Report on Form
10-K, as filed with the Securities and Exchange Commission (“SEC”) for the
fiscal year ended December 29, 2006, is available via the Internet at the SEC’s
EDGAR web site at http://www.sec.gov/edgar.shtml. In addition, a copy of the
Company’s Annual Report on Form 10-K is also available via the Internet at the
Company’s web site at http://www.trimble.com.
INFORMATION
CONCERNING SOLICITATION AND VOTING
Record
Date
and Shares Outstanding
Shareholders
of
record at the close of business on March 19, 2007 (the “Record Date”) are
entitled to notice of, and to vote at, the Annual Meeting. At the Record Date,
the Company had issued and outstanding 118,770,348 shares of common stock,
(as
adjusted for the two-for-one stock split paid on February 22, 2007), without
par
value (“Common Stock”).
Revocability
of Proxies
Any
proxy given
pursuant to this solicitation may be revoked by the person giving it at any
time
before its use by delivering to the Company (Attention: Corporate Secretary)
a
written notice of revocation or a duly executed proxy bearing a later date
(including a proxy by telephone or over the Internet) or by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
Voting
Each
share of
Common Stock outstanding on the Record Date is entitled to one vote on all
matters. An automated system administered by the Company’s agent tabulates the
votes. Abstentions and broker non-votes are each included in the determination
of the number of shares present and voting at the Annual Meeting and the
presence or absence of a quorum. The required quorum is a majority of the shares
outstanding on the Record Date. Abstentions are counted as votes against
proposals presented to the shareholders in tabulations of the votes cast on
proposals presented to shareholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
Voting
via
the Internet or by Telephone
In
addition to completing the enclosed proxy card and submitting it by mail,
shareholders may also vote by submitting proxies electronically either via
the
Internet or by telephone. Please note that there are separate arrangements
for
using the Internet and telephone depending on whether shares are registered
in
the Company's stock records directly in a shareholder's name or whether shares
are held in the name of a brokerage firm or bank. Detailed electronic voting
instructions can be found on the individual Proxy card mailed to each
shareholder.
In
order to allow individual shareholders to vote their shares and to confirm
that
their instructions have been properly recorded, the Internet and telephone
voting procedures have been designed to authenticate each shareholder's
identity. Shareholders voting via the Internet should be aware that there may
be
costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, that will be borne solely by the
individual shareholder.
Voting
in
Person
If
your shares are
registered directly in your name with our transfer agent, American Stock
Transfer & Trust Co., Inc., you are considered to be the registered
shareholder with respect to those shares. Proxy materials for registered
shareholders are mailed directly to you by our mailing agent, ADP Investor
Communications Services. Registered shareholders have the right to vote in
person at the meeting. If your shares are held in a brokerage account or by
another nominee, you are considered to be a beneficial shareholder of those
shares. Proxy materials for beneficial shareholders are forwarded to you
together with a voting instruction card. In order to vote in person at the
annual meeting, beneficial shareholders must obtain a “legal proxy” from the
broker, trustee or nominee that holds their shares. Without a legal proxy,
beneficial owners will not be allowed to vote in person at the Annual Meeting
of
Shareholders.
Solicitation
of Proxies
The
entire cost of
this proxy solicitation will be borne by the Company. The Company has retained
the services of Morrow & Co. to solicit proxies, for which services the
Company has agreed to pay approximately $8,000. In addition, the Company will
also reimburse certain out-of-pocket expenses in connection with such proxy
solicitation. The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
soliciting materials to such beneficial owners. Proxies may also be solicited
by
certain of the Company's directors, officers, and regular employees, without
additional compensation, personally or by telephone, telegram or
facsimile.
Deadline
for Receipt of Shareholder Proposals for 2008 Annual
Meeting
Shareholders
are
entitled to present proposals for actions at forthcoming shareholder meetings
of
the Company if they comply with the requirements of the appropriate proxy rules
and regulations promulgated by the Securities and Exchange Commission. Proposals
of shareholders which are intended to be considered for inclusion in the
Company’s proxy statement and form of proxy related to the Company’s 2008 Annual
Meeting of Shareholders must be received by the Company at its principal
executive offices (Attn: Corporate Secretary—Shareholder Proposals, Trimble
Navigation Limited at 935 Stewart Drive, Sunnyvale, California 94085) no later
than December 8, 2007. Shareholders interested in submitting such a
proposal are advised to retain knowledgeable legal counsel with regard to the
detailed requirements of the applicable securities laws. The timely submission
of a shareholder proposal to the Company does not guarantee that it will be
included in the Company’s applicable proxy statement.
If
the Company is not notified at its principal executive offices of a shareholder
proposal at least 45 days prior to the one year anniversary of the mailing
of
this Proxy Statement, then the proxy holders for the Company’s 2008 Annual
Meeting of Shareholders will have the discretionary authority to vote against
any such shareholder proposal if it is properly raised at such annual meeting,
even though such shareholder proposal is not discussed in the Company’s proxy
statement related to that shareholder meeting.
The
Proxy card
attached or enclosed with this Proxy Statement, to be used in connection with
the Company’s 2007 Annual Meeting, grants the proxy holder discretionary
authority to vote on any matter otherwise properly raised at such Annual
Meeting. The Company presently intends to use a similar form of proxy card
for
next year’s 2008 Annual Meeting of Shareholders.
************************************
ITEM
I
ELECTION
OF
DIRECTORS
Nominees
A
board of seven directors is to be elected at the Annual Meeting. The Board
of
Directors of the Company has authorized the nomination at the Annual Meeting
of
the persons named below as candidates. All nominees currently serve on the
Board
of Directors. The Board waived the recommended retirement age for re-election
as
a Director with respect to Drs. Cooper and Parkinson because of each of their
unique qualifications and abilities to continue to serve the Company. Each
of
the Directors, except for Mr. Berglund, are independent directors as defined
by
Rule 4200(a)(15) of the Nasdaq Stock Market (“Nasdaq”) listing
standards.
The
names of the
nominees and certain information about them, as of the Record Date, are set
forth below:
Name
of Nominee
|
Age
|
Principal
Occupation
|
Director
Since
|
Steven
W.
Berglund
|
55
|
President
and
Chief Executive Officer of the Company
|
1999
|
Robert
S.
Cooper (1) (3)
|
74
|
Aerospace
Business Consultant
|
1989
|
John
B.
Goodrich (1) (3) (4)
|
65
|
Executive
Chairman, MaxSP Corporation
|
1981
|
William
Hart
(2) (3) (4)
|
66
|
Venture
Capital Investor and Business Consultant
|
1984
|
Ulf
J.
Johansson (2) (4)
|
61
|
Director,
Telefon AB LM Ericsson
|
1999
|
Bradford
W.
Parkinson (2)
|
72
|
Professor
(Emeritus), Stanford University
|
1984
|
Nickolas
W.
Vande Steeg (1)
|
64
|
Chief
Operating Officer, Parker Hannifin Corporation
|
2003
|
(1) |
Member
of the
Compensation Committee
|
(2) |
Member
of the
Audit Committee
|
(3) |
Member
of the
Nominating and Governance Committee
|
(4) |
Member
of the
Finance Committee
|
Steven
W.
Berglund
joined Trimble as
president and chief executive officer in March 1999. Prior to joining Trimble,
Mr. Berglund was president of Spectra Precision, a group within Spectra Physics
AB, and a pioneer in the development of laser systems. Prior to that, he spent
14 years at Spectra Physics in a variety of senior leadership positions. Mr.
Berglund spent a number of years at Varian Associates in Palo Alto, where he
held a variety of planning and manufacturing roles. Mr. Berglund began his
career as a process engineer at Eastman Kodak in Rochester, New York. He
attended the University of Oslo and the University of Minnesota where he
received a B.S. in chemical engineering. He later received his M.B.A. from
the
University of Rochester in New York.
Robert
S.
Cooper
was appointed
Chairman of the Company’s Board of Directors in September 1998. Dr. Cooper
has served as a Director of the Company since December 1989. Dr. Cooper
currently serves as a business consultant for the Aerospace Electronics Division
of L-3 Communications. From 2000 until his retirement in 2004, Dr. Cooper was
President of the Aerospace Electronics Division of the Titan Corporation, an
aerospace company. From 1985 to 2000, Dr. Cooper was president, chief executive
officer, and chairman of the board of directors of Atlantic Aerospace
Electronics Corporation, an aerospace company, until the company was acquired
by
Titan Corporation. Dr. Cooper also serves on the board of directors of BAE
Systems North America. From 1981 to 1985, he was Assistant Secretary of Defense
for Research and Technology and simultaneously held the position of Director
for
the Defense Advanced Research Projects Agency (DARPA). Dr. Cooper received
a B.S. degree in Electrical Engineering from State University of Iowa in 1954,
a
M.S. degree in Electrical Engineering from Ohio State University in 1958, and
a
Doctor of Science degree in Electrical Engineering from the Massachusetts
Institute of Technology in 1963.
John
B.
Goodrich
has served as a
Director of the Company since January 1981. Since October 2005, Mr. Goodrich
has
served as the Executive Chairman of MaxSP Corporation, an information technology
services company. Prior to joining MaxSP Corporation, Mr. Goodrich was a
business consultant. Mr. Goodrich retired from the law firm of Wilson Sonsini
Goodrich & Rosati, where he practiced from 1970 until 2002. Mr. Goodrich
currently serves on the board of directors of Tessera Technology, Inc., a
developer of semiconductor packaging technology and on the boards of several
privately held corporations in high technology businesses. Mr. Goodrich received
a B.A. degree from Stanford University in 1963, a J.D. from the University
of
Southern California in 1966, and an L.L.M. in Taxation from New York University
in 1970.
William
Hart
has served as a
Director of the Company since December 1984. Mr. Hart is an advisor to
early-stage technology and financial services companies. Mr. Hart retired from
Technology Partners, a Silicon Valley venture capital firm, in 2001. As the
founder and Managing Partner of Technology Partners, he led the firm for 21
years. Mr. Hart was previously a senior officer and director of Cresap,
McCormick and Paget, management consultants, and held positions in field
marketing and manufacturing planning with IBM Corporation. Mr. Hart has served
on the boards of directors of numerous public and privately held technology
companies. Mr. Hart received a Bachelor of Management Engineering degree from
Rensselaer Polytechnic Institute in 1965 and an M.B.A. from the Amos Tuck School
of Business at Dartmouth College in 1967.
Ulf
J.
Johansson, Ph.D.,
has served as a
Director of the Company since December 1999. Dr. Johansson is a Swedish national
with a distinguished career in communications technology. Dr. Johansson was
appointed to the board of directors of Telefon AB LM Ericsson in April 2005.
Dr. Johansson currently serves as chairman of Acando AB, a management and
IT consultancy company. From 1990 to 2005, Dr. Johansson served as
chairman of Europolitan Vodafone AB, a GSM mobile telephone operator in Sweden.
From 1998 to 2005, Dr. Johansson served on the board of directors of Novo
Nordisk A/S, a Danish pharmaceutical/life science company, and in 2005, he
became chairman of its majority owners, the Novo Nordisk Foundation and Novo
A/S. Dr. Johansson also currently serves on the boards
of directors
of several privately held companies.
During 1998-2003
Dr. Johansson served as chairman of the University Board of Royal Institute
of Technology in Stockholm and formerly also served as president and chief
executive officer of Spectra-Physics AB, and executive vice president at
Ericsson Radio Systems AB. Dr. Johansson received a Master of Science in
Electrical Engineering, and a Doctor of Technology (Communication Theory) from
the Royal Institute of Technology in Sweden.
Bradford
W.
Parkinson
has served as a
Director of the Company since 1984. Currently, Dr. Parkinson is the Edward
C.
Wells Endowed Chair professor (emeritus) at Stanford University and has been
a
Professor of Aeronautics and Astronautics at Stanford University since 1984.
Dr.
Parkinson has also directed the Gravity Probe-B spacecraft development project
at Stanford University, sponsored by NASA, and has been program manager for
several Federal Aviation Administration sponsored research projects on the
use
of Global Positioning Systems for navigation. While on a leave of absence from
Stanford University, Dr. Parkinson served as the Company’s President and Chief
Executive Officer from August 1998 through March 1999, while the Company
searched for a Chief Executive Officer. From 1980 to 1984 he was group vice
president and general manager for Intermetrics, Inc. where he directed five
divisions. In 1979, Dr. Parkinson served as group vice president for Rockwell
International directing business development and advanced engineering. In 2003,
he was awarded the Draper Prize by the National Academy of Engineering for
the
development of GPS. Dr. Parkinson received a B.S. degree from the U.S. Naval
Academy in 1957, an M.S. degree in Aeronautics/Astronautics Engineering from
Massachusetts Institute of Technology in 1961 and a Ph.D. in Astronautics
Engineering from Stanford University in 1966.
Nickolas
W.
Vande Steeg joined
the
Company’s Board of Directors in July 2003. Mr. Vande Steeg is chief operating
officer of Parker Hannifin Corporation and has been with the company since
1971.
Parker Hannifin is a diversified manufacturer of motion and control technologies
and systems solutions for a wide variety of commercial, mobile, industrial
and
aerospace markets. Currently, he is overseeing all industrial groups;
Hydraulics, Fluid Connectors and Automation, Seal Filtration, Instrumentation
and Climate Controls, two regional groups; Asia Pacific and Latin America,
as
well as the “lean organization” element of Parker Hannifin’s WIN Strategy, which
is focused on premier customer service, financial performance and profitable
growth. Mr. Vande Steeg currently serves on the board directors of Azusa Pacific
University. Mr. Vande Steeg began his career at John Deere Corporation serving
as an Industrial Engineer and Industrial Relations Manager from 1965 to 1970.
Mr. Vande Steeg received his B.S. in Industrial Technology from the University
of California, Irvine in 1968 and an M.B.A. from Pepperdine University in
Malibu, California in 1985.
Vote
Required
The
seven nominees
receiving the highest number of affirmative votes of the shares entitled to
be
voted shall be elected as directors. Every shareholder voting for the election
of directors may cumulate such shareholder’s votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by
the
number of shares held by the shareholder as of the Record Date, or distribute
such shareholder’s votes on the same principle among as many candidates as the
shareholder may select, provided that votes cannot be cast for more than the
number of directors to be elected. However, no shareholder shall be entitled
to
cumulate votes unless the candidate’s name has been placed in nomination prior
to the voting and the shareholder, or any other shareholder, has given notice
at
the meeting prior to the voting of the intention to cumulate the shareholder’s
votes.
Votes
withheld from
any director are counted for purposes of determining the presence or absence
of
a quorum, but have no other legal effect under California law. While there
is no
definitive statutory or case law authority in California as to the proper
treatment of abstentions and broker non-votes in the election of directors,
the
Company believes that both abstentions and broker non-votes should be counted
solely for purposes of determining whether a quorum is present at the Annual
Meeting. In the absence of controlling precedent to the contrary, the Company
intends to treat abstentions and broker non-votes with respect to the election
of directors in this manner.
Unless
otherwise
directed, the proxy holders will vote the proxies received by them for the
seven
nominees named above. In the event that any such nominee is unable or declines
to serve as a director at the time of the Annual Meeting, the proxies will
be
voted for any nominee who shall be designated by the present Board of Directors
to fill the vacancy. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received
by
them in such a manner as will ensure the election of as many of the nominees
listed above as possible. In such event, the specific nominees to be voted
for
will be determined by the proxy holders. As of the date of this Proxy Statement,
the Board of Directors has no reason to believe that any nominee will be unable
or will decline to serve as a director. The directors elected will hold office
until the next Annual Meeting of Shareholders and until their successors are
duly elected and qualified.
Recommendation
of the Board of Directors
The
Board
of Directors recommends that shareholders vote FOR the election of the
above-named persons to the Board of Directors of the
Company.
************************************
ITEM
II
RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITORS
The
Board of
Directors has appointed Ernst & Young LLP (“Ernst & Young”) as the
Company’s independent auditors, to audit the financial statements of the Company
for the current fiscal year ending December 28, 2007. Ernst & Young has been
the Company’s independent auditor since 1986. The Company expects that a
representative of Ernst & Young will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she desires to do so, and
will
be available to answer any appropriate questions.
Fees
Paid
to Ernst & Young LLP
Audit
Fees
and Non-Audit Fees:
The
following table
presents fees billed by Ernst & Young for professional audit services
rendered for the audit of the Company’s annual financial statements for the
years ended December 30, 2005 and December 29, 2006, and fees billed by Ernst
& Young for other services rendered during those periods.
Category
|
Year
Ended
December
30, 2005
|
Year
Ended
December
29, 2006
|
Audit
Fees
|
$
2,166,267
|
$
2,798,896
|
Audit-Related
Fees
|
$
0
|
$
0
|
Tax
Fees
|
|
|
Tax
Compliance
|
$
178,041
|
$
173,154
|
Tax
Planning
& Tax Advice
|
$
512,069
|
$
681,820
|
Total
Tax
Fees
|
$
690,110
|
$
854,974
|
All
Other
Fees
|
None
|
None
|
Audit
Committee Pre-Approval of Policies and Procedures
The
Audit Committee
is responsible for appointing, setting compensations, and overseeing the work
of
the independent auditor. The Audit Committee has established a pre-approval
procedure for all audit and permissible non-audit services to be performed
by
Ernst & Young. The pre-approval policy requires that requests for services
by the independent auditor be submitted to the Company’s Chief Financial Officer
(CFO) for review and approval. Any requests that are approved by the CFO are
then aggregated and submitted to the Audit Committee for approval of services
at
a meeting of the Audit Committee. Requests may be made with respect to either
specific services or a type of service for predictable or recurring services.
All permissible non-audit services performed by Ernst & Young were approved
by the Audit Committee.
The
Audit Committee
has concluded that the provision of the non-audit services listed above is
compatible with maintaining Ernst & Young’s independence.
Vote
Required
Ratification
of the
appointment of Ernst & Young as the Company’s independent auditors for the
current fiscal year ending December 28, 2007, will require the affirmative
vote
of the holders of a majority of the shares present and voting at the Annual
Meeting either in person or by proxy. In the event that such ratification by
the
shareholders is not obtained, the Audit Committee and the Board of Directors
will reconsider such selection.
Recommendation
of the Board of Directors
The
Company's Board of Directors recommends a vote FOR the ratification of the
appointment of Ernst & Young LLP as the independent auditors for the
Company for the current fiscal year ending December 28,
2007.
BOARD
MEETINGS AND COMMITTEES
The
Board of
Directors held 14 meetings during the fiscal year ended December 29, 2006.
No
director attended fewer than 75% of the aggregate of all the meetings of the
Board of Directors and the meetings of the committees, if any, upon which such
director also served during the fiscal year ended December 29, 2006. It is
the
Company’s policy to encourage directors to attend the Company’s Annual Meeting
of Shareholders. Six out of seven members of the Board of Directors attended
the
2006 Annual Meeting.
Shareholder
Communications with Directors
The
Board of
Directors has established a process to receive communications from shareholders.
Shareholders of the Company may communicate with one or more of the Company’s
Directors (including any board committee or group of directors) by mail in
care
of Board of Directors, Trimble Navigation Limited, 935 Stewart Drive, Sunnyvale,
California 94085. Such communications should specify the intended recipient
or
recipients.
Audit
Committee
The
Board of
Directors has a separately-designated, standing Audit Committee, established
in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
The
Audit Committee is governed by a charter, a current copy of which is available
on our corporate website at www.trimble.com. The current members of the Audit
Committee are directors Hart, Johansson and Parkinson, and director Johansson
currently serves as the committee chairman. The Audit Committee held seven
meetings during the 2006 fiscal year. The purpose of the Audit Committee is
to
make such examinations as are necessary to monitor the corporate financial
reporting and the internal and external audits of the Company, to provide to
the
Board of Directors the results of its examinations and recommendations derived
therefrom, to outline to the Board of Directors improvements made, or to be
made, in internal accounting controls, to nominate independent auditors, and
to
provide such additional information as the committee may deem necessary to
make
the Board of Directors aware of significant financial matters which require
the
Board’s attention.
All
Audit Committee
members are independent directors as defined by applicable Nasdaq Marketplace
Rules and listing standards.
All
members of the
Audit Committee are financially sophisticated and are able to read and
understand fundamental financial statements, including a balance sheet, income
statement and cash flow statement. The Board of Directors has determined that
Director Hart is a “financial expert” as that term is defined in the rules
promulgated by the Securities and Exchange Commission, serving on the Audit
Committee. In addition to serving as CEO and CFO of a venture capital firm,
Director Hart has reviewed and analyzed numerous companies’ financial statements
in managing venture capital investment funds for more than 20 years. During
his
career he has served on the board of directors of numerous public and privately
held companies.
Compensation
Committee
The
Board of
Directors has a standing Compensation Committee, comprised of directors Cooper,
Goodrich and Vande Steeg. Director Goodrich currently serves as the committee
chairman. The Compensation Committee is governed by a charter, a current copy
of
which is available on our corporate website at www.trimble.com. The Compensation
Committee met two times during the 2006 fiscal year. The purpose of the
Compensation Committee is to review and make recommendations to the full Board
of Directors with respect to all forms of compensation to be paid or provided
to
the Company’s executive officers. “See Compensation Discussion and
Analysis.”
Nominating
and Corporate Governance Committee
The
Company has a
standing Nominating and Corporate Governance Committee (the
“Nominating/Governance Committee”). The functions of the Nominating/Governance
Committee include the following:
· |
identifying
and recommending to the Board individuals qualified to serve as directors
of the Company;
|
· |
recommending
to the Board directors to serve on committees of the
Board;
|
· |
advising
the
Board with respect to matters of Board composition and
procedures;
|
· |
developing
and periodically reviewing the corporate governance principles adopted
by
the Board; and
|
· |
overseeing
the evaluation of the Board and the Company’s
management.
|
The
Nominating/Governance Committee is governed by a charter, a current copy of
which is available on our corporate website at www.trimble.com. The current
members of the Nominating/Governance Committee are director Cooper, who serves
as the chairman, director Goodrich, and director Hart, each of whom is an
independent director under the Nasdaq listing standards. The
Nominating/Governance Committee met once during the 2006 fiscal
year.
The
Nominating/Governance Committee will consider director candidates recommended
by
shareholders. In considering candidates submitted by shareholders, the
Nominating/Governance Committee will take into consideration the needs of the
Board and the qualifications of the candidate. To have a candidate considered
by
the Nominating/Governance Committee, a shareholder must submit the
recommendation in writing and must include the following
information:
· |
The
name of
the shareholder and evidence of the person’s ownership of Company stock,
including the number of shares owned and the length of time of ownership;
and
|
· |
The
name of
the candidate, the candidate’s resume or a listing of his or her
qualifications to be a director of the Company and the person's consent
to
be named as a director if selected by the Nominating/Governance Committee
and nominated by the Board.
|
The
shareholder
recommendation and information described above must be sent to the Committee
Chairman in care of the Corporate Secretary at Trimble Navigation Limited,
935
Stewart Drive, Sunnyvale, California 94085 and must be received by the Corporate
Secretary not less than 120 days prior to the anniversary date of the Company’s
most recent proxy statement issued in connection with the Annual Meeting of
Shareholders.
The
Nominating/Governance Committee believes that the minimum qualifications for
serving as a director of the Company are that a nominee demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board’s oversight of the business and affairs of the Company
and have an impeccable record and reputation for honest and ethical conduct
in
both his or her professional and personal activities. In addition, the
Nominating/Governance Committee will examine a candidate’s specific experiences
and skills, time availability in light of other commitments, potential conflicts
of interest and independence from management and the Company.
The
Nominating/Governance Committee identifies potential nominees by asking current
directors and executive officers to notify the Committee if they become aware
of
persons, meeting the criteria described above, who have had a change in
circumstances that might make them available to serve on the Board. The
Nominating/Governance Committee also, from time to time, may engage firms that
specialize in identifying director candidates and pay any corresponding fees
for
such services. As described above, the Committee will also consider candidates
recommended by shareholders.
Once
a person has
been identified by the Nominating/Governance Committee as a potential candidate,
the Committee may collect and review publicly available information regarding
the person to assess whether the person should be considered further. If the
Nominating/Governance Committee determines that the candidate warrants further
consideration, the Chairman or another member of the Committee contacts the
person. Generally, if the person expresses a willingness to be considered and
to
serve on the Board, the Nominating/Governance Committee requests information
from the candidate, reviews the person's accomplishments and qualifications,
including in light of any other candidates that the Committee might be
considering, and conducts one or more interviews with the candidate. In certain
instances, Committee members may contact one or more references provided by
the
candidate or may contact other members of the business community or other
persons that may have greater first-hand knowledge of the candidate’s
accomplishments. The Committee’s evaluation process does not vary based on
whether or not a candidate is recommended by a shareholder.
Finance
Committee
The
Board of
Directors formed a Finance Committee in October 2001 for the purpose of
assisting the Board of Directors and the management of the Company with certain
matters involving the financing of the Company’s business but not with respect
to matters relating to budgeting or to financial or managerial accounting
decisions for the Company. The current members of the Finance Committee are
directors Goodrich, Hart and Johansson, and director Hart currently serves
as
the committee chairman. The Finance Committee did not meet during the 2006
fiscal year.
COMPENSATION
DISCUSSION AND ANALYSIS
The
Compensation
Committee of the Board of Directors (the “Compensation Committee”) establishes
the general compensation practices of the Company, including the compensation
plans and specific compensation levels for executive officers of the Company.
The Compensation Committee believes that it is important to involve the full
Board of Directors in the analysis of compensation for executive officers,
and
frequently consults with members of management and other members of the Board.
They also engage in discussion of compensation matters during board meetings.
Compensation
Objectives and Elements
The
objectives of
the Company’s compensation practices are to establish compensation that is
competitive in the market, reward performance, and maintain internal equity
among similar positions. The Company’s practices are designed to reward
individual and team performance, and attract and retain talented employees.
Base
salary, cash bonuses, stock options and stock awards currently comprise the
major elements of the Company’s compensation programs. Base salary guidelines
have been established and may be revised periodically based upon local market
conditions, the economic climate, and compensation surveys. Merit increases,
if
any, for all employees and executive officers, including named executive
officers of the Company are based upon the following criteria: the individual
employee’s performance for the year as judged against his/her job goals and
responsibilities, the individual employee’s salary relating to such employee’s
individual skill set and performance, as compared to other employees in the
same
or similar positions, the individual employee’s ranking in the salary grade, the
employee’s salary relative to market data for the position and the Company’s
fiscal budget, including any associated restrictions.
In
general, the Company reviews the compensation of all employees and executive
officers of the Company, other than the Chief Executive Officer, as part of
a
single worldwide program (exclusive of geographic sites where work collectives
or unions govern this activity). This single review plan was adopted to provide
a common, annual review date for all employees and executive officers. The
annual review for fiscal year 2007 is set for April, 2007.
Executive
Officers including Named Executive Officers
The
Compensation
Committee follows the policies described above with respect to the overall
compensation of executive officers, including named executive officers, of
the
Company. A portion of each compensation package is established as base salary,
and the balance is variable, consisting of an annual cash bonus, stock option
grants and/or restricted stock awards. Using salary survey data supplied by
outside consultants and other publicly available data, such as proxy data from
peer companies, the Compensation Committee establishes base salaries for each
executive within a range of salaries of similarly situated executive officers
at
comparable companies. In addition, the base salaries of executive officers
may
be adjusted by the Compensation Committee after consideration of factors such
as
the relative performance of the Company, the performance of the business unit
or
function for which the executive is responsible, and the individual’s past
performance and future potential.
Chief
Executive Officer
The
Compensation
Committee believes that the compensation of the Chief Executive Officer should
be primarily influenced by the overall financial performance and share price
performance of the Company. The Compensation Committee also believes that the
compensation of the Chief Executive Officer should be established within a
range
of compensation provided to similarly situated chief executive officers of
comparable companies in the high technology and related industries in accordance
with data obtained by the Compensation Committee from members of management,
independent outside consultants and publicly available data, such as proxy
data
from peer companies, as adjusted by the Compensation Committee’s consideration
of the particular factors influencing the Company’s performance and current
situation. A portion of the Chief Executive Officer’s compensation package is
established as base salary and the balance is variable and consists of an annual
cash bonus and/or stock option and restricted stock grants.
Within
these
established ranges and guidelines, and taking into account the Company’s
historical performance compared to peer companies, the Compensation Committee
and Board of Directors also carefully considered the current risks and
challenges facing the Company as well as the individual qualifications, skills
and past performance of Mr. Berglund when determining his current
compensation package. Based on these considerations, the Board of Directors
approved an annual base salary of $600,000 for Mr. Berglund effective April
1, 2006. See also “Post-Employment Compensation and Potential Payments Upon
Termination or Change-in-Control.”
Cash
Bonus
Program
The
Company’s cash
bonus programs are designed to reward employees for their performance. The
Board
of Directors has established a profit sharing plan for employees, in which
executive officers and certain other employees may not participate. However,
senior-level managers, executives, including named executive officers, of the
Company and certain other individual contributors participate, upon approval
by
the Chief Executive Officer, or by the Board with respect to the Chief Executive
Officer, in the Company’s Management Incentive Plan (“MIP”). The MIP provides
for an annual cash bonus, based upon an eligible percentage of each executive’s
base salary within a range of target incentives. Payments earned under the
MIP
depend upon the Company’s quarterly and annual operating income, with minimum
thresholds for revenue and operating income as a percentage of revenue. Target
payouts, ranging from 10% to 50% of the annual base salary for each participant,
including the named executive officers, are recommended by the Chief Executive
Officer of the Company and approved by the Board of Directors. Target payouts
for the Company’s Chief Executive Officer range from 10% to 70% of his annual
base salary, and are approved by the disinterested members of the Board of
Directors. Payments under the MIP may range from zero to three times each
participant’s target, based upon achievement of fiscal year planned operating
income of a combination of division and/or Company performance. Since the
performance targets are dependent upon the Company’s annual and quarterly
operating income, the likelihood that a participant will achieve his or her
target is difficult to calculate in advance. Payments are made on a quarterly
basis; up to 10% of target each quarter and the remainder after the close of
the
fiscal year. The Board of Directors established a 70% target for the Chief
Executive Officer and a 50% target for each of the named executive officers
for
the 2006 fiscal year. The Compensation Committee adopted a similar cash bonus
plan for the 2007 fiscal year.
Stock
Options and Restricted Stock Awards
The
Compensation
Committee and the Board of Directors view stock options and other stock awards
as an important component of the Company’s long-term, performance-based
compensation program. The value of a stock option bears a direct relationship
to
the Company’s stock price, and therefore, stock options are an incentive for
executives, managers and other employees to create value for shareholders.
Stock
options also help the Company retain qualified employees in a competitive
market. The Compensation Committee may also grant awards of restricted stock
and
views these awards as a potential reward and incentive to be granted only under
special circumstances.
The
size of option
grants, if any, to senior executive officers, including named executive
officers, is determined by the Compensation Committee’s evaluation of each
executive’s ability to influence the Company’s long-term growth and
profitability. The Company also has a process in place with respect to option
grants for new employees under the Company’s option plans in order to ensure
consistency among grants and competitiveness in the marketplace. Generally,
options to newly hired employees are granted with an exercise price equal to
the
closing price of the Company’s common stock on the date of the grant. Currently,
on an annual basis, stock options are granted on a merit basis to a small
percentage of employees, based on individual performance, future potential
and
importance to their organizations’ success. Merit stock options are granted at
105% of the closing price of the Company’s common stock on the date of grant.
The Company does not require that its officers, directors or other employees
acquire or maintain stock ownership as a condition of employment.
Based
on the Board
of Directors’ and the Compensation Committee’s evaluation of the Chief Executive
Officer’s ability to influence the long-term growth and profitability of the
Company, and in connection with a review of his performance, the Board of
Directors, upon recommendation from the Compensation Committee, approved a
new
option grant for Mr. Berglund to purchase 180,000 shares of the Company’s
Common Stock at $23.4413 per share, which was 105% of the closing stock price
on
the date of grant, each as adjusted for the 2-for-1 stock split paid on February
22, 2007. This option will vest 40% after two years and ratably each month
thereafter such that the option fully vests after five years. Upon a change
of
control of the Company, the options would become fully vested and exercisable.
Timing
of
Option Grants and Determination of Exercise Price
The
Board of
Directors has a policy of granting stock options at regularly scheduled meetings
to certain newly hired employees with employment start dates prior to the date
of the meeting or shortly thereafter, and to selected individual employees
based
upon special circumstances, such as an increase in the employee’s
responsibilities. The exercise price for such stock options is the closing
stock
price on the date of grant, or in the case of a new employee who has not started
employment, the closing stock price on the employee’s start date. In addition,
the Board of Directors grants stock options to key employees on a merit basis,
once per year, generally at the October Board meeting. In 2006, the exercise
price for merit options was 105% of the closing stock price on the date of
the
meeting. The Board of Directors may grant stock options while the directors
are
in possession of material, non-public information. Due to the fact that the
Board’s regular meetings are timed to coincide with the preparation of the
Company’s quarterly financial results, option grants have and will occur shortly
before an earnings release. The Compensation Committee or the Board of Directors
may also grant options at a special meeting, or by unanimous written consent,
in
special circumstances, such as to facilitate the hiring of a key executive.
Other
Compensation and Benefits, including Perquisites and Retirement Benefits
The
Company's executive
officers are entitled to employee benefits generally available to all full
time
employees, subject to the satisfaction of certain eligibility
requirements. These benefits include health, welfare and vacation benefits
generally available to all U.S. employees. In addition, employees,
including executive officers, are eligible to participate in the Company's
401(k) retirement plan. Participants
in the 401(k) may receive up to $2,500 per year in matching Company
contributions. In structuring these benefits, the Company provides an aggregate
level of benefits that are comparable to those provided by similar companies.
In
addition, in a letter of employment dated December 6, 2004, the Company agreed
to pay certain expenses incurred in connection with Mr. Bahri’s relocation to
California. See “Certain Relationships and Related Party
Transactions.”
POST-EMPLOYMENT
COMPENSATION
Deferred
Compensation
The
Company has
adopted a nonqualified deferred compensation plan (“DCP”) in which certain
employees, officers and members of the Board of Directors may participate.
Participation in the DCP is voluntary and the Company has never made any
contributions to the plan. All of the Company’s executive officers are eligible
to participate in the DCP. A participant in the DCP may defer a maximum of
90%
of the participant’s base salary and 100% of the participant’s bonus, or
director’s fees. Contributions by participants are held in an irrevocable
grantor trust for the benefit of the participants, and are subject to claims
by
the Company’s general creditors. Upon enrollment in the DCP, participants may
choose from a selection of measurement funds in which to place their
contributions. The DCP’s measurement funds are similar to the funds available to
employees who participate in the Company’s 401(k) retirement plan. Participants
may elect to receive withdrawals from the DCP in the form of scheduled
distributions, retirement benefits, or in the event of a change in control,
as
defined in the DCP. The DCP also provides for distributions in the event of
a
participant’s termination of employment, disability or death. In addition,
participants may request withdrawals from the DCP in the event of a severe
financial hardship. See “Nonqualified Deferred Compensation” and “Director
Compensation Table” for more information regarding this plan.
Potential
Payments Upon Termination or Change-in-Control
The
Company’s Board
of Directors approved a standard form of change in control and severance
agreement for executive officers in 2003. Mr. Berglund, Mr. Bahri, Mr. Fosburgh,
Mr. Harrington and Mr. Workman, have each entered into the Company’s standard
agreement. The agreement provides that each of their then-unvested stock options
will vest upon a Change in Control (as defined in the agreement). The standard
agreement also provides that, if the executive’s employment is terminated other
than by reason of a Nonqualifying Termination (as defined in the agreement)
within the period commencing with the Change in Control and ending one year
following the Change in Control, (i) the executive shall receive a severance
payment equal to one year base salary plus bonus (each calculated in accordance
with the terms of the agreement), (ii) the Company shall continue to provide
the
executive with medical and other insurance for a period of one year following
the date of termination of employment on the same basis as provided prior to
termination, and (iii) the executive may exercise any then-outstanding stock
options for a period of one year following the date of termination of
employment, unless such options expire earlier. The Board evaluated a variety
of
factors that would constitute triggering events for executives and determined
that those factors included in the form of change in control and severance
agreement were appropriate.
TAX
AND
ACCOUNTING TREATMENT
Section
162(m) of
the Internal Revenue Code generally limits the deductibility by the Company
of
compensation in excess of $1,000,000 paid to certain executive officers to
the
extent the compensation is not considered performance-based. The Compensation
Committee and the Board of Directors believe that it is essential to reward
and
motivate executives based on the assessment of the individual’s performance, the
current market conditions and the individual’s contribution to the success of
the Company. The Compensation Committee and the Board of Directors also believe
that preserving the Company’s future tax deductions under Section 162(m) is
beneficial to the Company and its shareholders. However, the Compensation
Committee and the Board of Directors reserve the right to award compensation
to
executive officers that may not be deductible under Section 162(m) where such
compensation furthers overall compensation objectives and is in the best
interest of the Company’s shareholders.
A
portion of the compensation paid by the Company to its Chief Executive Officer
and two of its named executive officers for the 2006 fiscal year was not fully
deductible for federal income tax purposes because such compensation did not
satisfy the requirements of performance-based compensation under Section 162(m).
To the extent that non-performance based compensation received by certain
executive officers in a future year would exceed $1,000,000, the amount in
excess of $1,000,000 would not be deductible by the Company.
COMPENSATION
COMMITTEE REPORT
The
information
contained in this report shall not be deemed to be “soliciting material” or
“filed” or incorporated by reference in future filings with the SEC, or subject
to the liabilities of Section 18 of the Securities Exchange Act of 1934, except
to the extent that it is specifically incorporated by reference into a document
filed under the Securities Act of 1933 or the Securities Exchange Act of
1934.
The
Compensation
Committee has reviewed and discussed the Compensation Discussion and Analysis
with the Company’s management, and has recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in the Company’s proxy
statement.
Submitted
by the Compensation Committee of the Company’s Board of
Directors,
Robert
S. Cooper,
Member John
B. Goodrich,
Chairman Nickolas
W. Vande
Steeg, Member
Compensation
Committee Compensation
Committee Compensation
Committee
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Robert
S. Cooper,
John B. Goodrich and Nickolas Vande Steeg are the current members of the
Company’s Compensation Committee. Director Vande Steeg replaced Director Hart on
the Compensation Committee in April 2004. In August 1998, Dr. Cooper was
appointed to serve as the Company's Chairman of the Board of Directors. Since
1998, Mr. Goodrich has served as the Company's corporate secretary;
however, he is not, and has never been an employee of the Company.
Director
Compensation
All
non-employee
directors receive an annual cash retainer of $20,000, paid quarterly, in
addition to a fee of $2,000 for each board meeting attended in person and $500
for each board or committee meeting attended via telephone conference. Members
of designated committees of the Board of Directors also receive $1,000 for
each
committee meeting that is not held on the same day as a meeting of the full
Board of Directors. Non-employee directors are also reimbursed for local travel
expenses or paid a fixed travel allowance based on the distance to the meeting,
and reimbursed for other necessary business expenses incurred in the performance
of their services as directors of the Company. In addition, directors are
eligible to participate in the Company’s DCP.
The
Company’s 2002
Stock Plan provides for the annual granting of nonstatutory stock options to
each non-employee director of the Company (the “Outside Directors”). Pursuant to
the terms of the 2002 Stock Plan, Outside Directors are granted an option to
purchase 30,000 shares, (as adjusted for the two-for-one stock split paid on
February 22, 2007), of the Company’s Common Stock upon initially joining the
Board of Directors. Thereafter, each year, each Outside Director receives an
additional option grant to purchase 15,000 shares, (as adjusted for the
two-for-one stock split paid on February 22, 2007), upon re-election at the
Annual Meeting of Shareholders. All previously granted Outside Director options
have an exercise price equal to the closing price of the Company’s Common Stock
on the date of grant, vest monthly over a period of three years, and have a
ten
year term of exercise.
Director
Compensation Table
The
table below
shows the compensation earned by each of the persons serving on the Company’s
Board of Directors in the fiscal year ending December 29, 2006.
Name
(1)
|
Director
Fees Earned
in
Cash ($)
|
Stock
Option Grants ($)(2)
|
All
Other
Compensation ($)
|
Total
($)
|
Robert
S.
Cooper
|
$
37,500
|
$
101,602
(3)
|
$
20,000
(8)
|
$
159,101
|
John
B.
Goodrich
|
$
37,500
|
$
101,602
(4)
|
|
$
139,101
|
William
Hart
|
$
40,500
|
$
101,602
(5)
|
|
$
142,101
|
Ulf
J.
Johansson
|
$
40,000
|
$
101,602
(6)
|
$
61,414
(9)
|
$
203,015
|
Bradford
W.
Parkinson
|
$
40,000
|
$
101,602
(7)
|
|
$
141,601
|
Nickolas
W.
Vande Steeg
|
$
38,500
|
$
98,616
(8)
|
$
24,000
(10)
|
$
161,116
|
(1) |
Steven
W.
Berglund, the Company’s President & Chief Executive Officer, receives
no additional compensation for his service on the Board of Directors.
Mr.
Berlgund’s compensation for service as President & Chief Executive
Officer is reported in the Summary Compensation Table. See “Executive
Compensation.”
|
(2) |
On
May 18,
2006, each of the directors in the table was granted an option to
purchase
15,000 shares of the Company’s common stock with an exercise price of
$22.535 (as adjusted for the 2-for-1 stock split paid on February
22,
2007). The aggregate grant date fair value of each of these options
is
$134,625, computed in accordance with FAS 123R.
|
(3) |
As
of
December 29, 2006, Director Cooper held options to purchase an aggregate
of 70,000 shares of the Company’s common stock, as adjusted for the
two-for-one stock split paid on February 22, 2007.
|
(4) |
As
of
December 29, 2006, Director Goodrich held options to purchase an
aggregate
of 95,000 shares of the Company’s common stock, as adjusted for the
two-for-one stock split paid on February 22, 2007.
|
(5) |
As
of
December 29, 2006, Director Hart held options to purchase an aggregate
of
135,000 shares of the Company’s common stock, as adjusted for the
two-for-one stock split paid on February 22, 2007.
|
(6) |
As
of
December 29, 2006, Director Johansson held options to purchase an
aggregate of 135,000 shares of the Company’s common stock, as adjusted for
the two-for-one stock split paid on February 22, 2007.
|
(7) |
As
of
December 29, 2006, Director Parkinson held options to purchase an
aggregate of 85,000 shares of the Company’s common stock, as adjusted for
the two-for-one stock split paid on February 22, 2007.
|
(8) |
As
of
December 29, 2006, Director Vande Steeg held options to purchase
an
aggregate of 90,000 shares of the Company’s common stock, as adjusted for
the two-for-one stock split paid on February 22, 2007.
|
(9) |
Represents
the amounts payable to Director Cooper as travel allowances under
the
Company’s Board Compensation Policy.
|
(10) |
Represents
$60,000 of travel allowances for Director Johansson and $1,414 of
reimbursable business expenses under the Company’s Board Compensation
Policy.
|
(11) |
Represents
the amounts payable to Director Vande Steeg as travel allowances
under the
Company’s Board Compensation Policy.
|
AUDIT
COMMITTEE REPORT
The
information
contained in this report shall not be deemed to be “soliciting material” or
“filed” or incorporated by reference in future filings with the SEC, or subject
to the liabilities of Section 18 of the Securities Exchange Act of 1934, except
to the extent that it is specifically incorporated by reference into a document
filed under the Securities Act of 1933 or the Securities Exchange Act of
1934.
The
Audit Committee
is a separately-designated standing committee of the Board of Directors,
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, and operates under a written charter adopted by the Board of
Directors. Among its other functions, the Audit Committee recommends to the
Board of Directors, subject to shareholder ratification, the selection of the
Company’s independent auditor.
The
Audit Committee
has reviewed and discussed the Company’s consolidated financial statements and
financial reporting process with the Company’s management, which has the primary
responsibility for the Company’s consolidated financial statements and financial
reporting processes, including establishing and maintaining adequate internal
controls over financial reporting and evaluating the effectiveness of such
internal controls. Ernst & Young LLP (“Ernst & Young”), the Company’s
current independent auditor, is responsible for performing an audit and
expressing an opinion on the conformity of the Company’s audited financial
statements to generally accepted accounting principles, issuing an attestation
report on management’s assessment of the effectiveness of the Company’s internal
controls over financial reporting and performing an audit and expressing an
opinion on the effectiveness of internal control over financial reporting.
The
Audit Committee has reviewed and candidly discussed with Ernst & Young the
overall scope and plans of its audits, its evaluation of the Company’s internal
controls, the overall quality of the Company's financial reporting processes
and
accounting principles and judgment, and the clarity of disclosures in the
Company’s consolidated financial statements.
The
Audit Committee
has discussed with Ernst & Young those matters required to be discussed by
Statement of Auditing Standards No. 61 (“Communication With Audit
Committees”). Ernst & Young has provided the Audit Committee with the
written disclosures and the letter required by the Independence Standards Board
Standard No. 1 (“Independence Discussions with Audit Committee”), and has
also discussed with Ernst & Young that firm’s independence from management
and the Company. The Audit Committee has also determined that Ernst &
Young’s provision of non-audit services (such as tax-related services) to the
Company and its affiliates is compatible with maintaining the independence
of
Ernst & Young with respect to the Company and its management.
Based
on the Audit
Committee’s discussion with management and the independent auditors, and the
Audit Committee’s review of the representation of management and the report of
the independent auditor to the Audit Committee, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 29, 2006.
Submitted
by the Audit Committee of the Company’s Board of
Directors,
William
Hart,
Member Ulf
J.
Johansson, Chairman Bradford
W.
Parkinson, Member
Audit
Committee
Audit Committee
Audit
Committee
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Security
Ownership of Certain Beneficial Owners
The
following table
sets forth the shares of the Company’s Common Stock beneficially owned as of
March 19, 2007, the Record Date, by the persons known to the Company to be
the
beneficial owners of more than 5% of the Company’s outstanding Common Stock. All
information shown in the table reflects the two-for-one stock split paid on
February 22, 2007.
Name
and Address
|
Amount
and Nature of
Beneficial
Ownership (1)
|
Percent
of Class
|
PRIMECAP
Management Company
225
South
Lake Avenue #400, Pasadena, CA 91101 (2)
|
8,474,844
|
7.14
%
|
Franklin
Resources, Inc.
One
Franklin
Parkway, Building 920, San Mateo CA 94403 (3)
|
8,401,976
|
7.07
%
|
Janus
Capital
Management, LLC
151
Detroit
Street, Denver, CO 80206 (4)
|
7,343,894
|
6.18
%
|
(1) |
Beneficial ownership
is
determined in accordance with the rules of the Securities and Exchange
Commission (the “SEC”). In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares
of
Common Stock subject to options or warrants held by that person that
are
exercisable within 60 days of the Record Date are deemed outstanding.
Such
shares, however, are not deemed outstanding for purposes of computing
the
ownership of any other person. To our knowledge, except as indicated
in
the footnotes to this table and pursuant to applicable community property
laws, the shareholder named in the table has sole voting and investment
power with respect to the shares set forth opposite such shareholder’s
name. |
(2) |
The
information is based upon Schedule 13G/A as filed with the SEC on
February 14, 2007.
|
(3) |
The
information is based upon Schedule 13G/A as filed with the SEC on
February
6, 2007.
|
(4) |
The
information is based upon Schedule 13G as filed with the SEC on February
14, 2007. Janus Capital has an indirect 82.5% ownership stake in
Enhanced
Investment Technologies LLC (“Intech”), and an indirect 30% ownership
stake in Perkins, Wolf, McDonnell and Company, LLC (“Perkins Wolf”). Janus
Capital, Perkins Wolf and Intech are registered investment advisers,
each
furnishing investment advice to various investment companies registered
under Section 8 of the Investment Company Act of 1940 and to individual
and institutional clients. As a result of its role as investment
adviser
or sub-adviser to Intech and Perkins Wolf, Janus Capital may be deemed
to
be the beneficial owner of 6,383,494 shares or 5.7% of the shares
outstanding of the Company’s common stock held by such
entities.
|
Security
Ownership of Management
The
following table
sets forth the shares of the Company’s Common Stock beneficially owned as of
March 19, 2007, the Record Date, (unless otherwise noted below) by: (i) all
directors and nominees; (ii) all executive officers of the Company named in
the
Summary Compensation Table presented in this Proxy Statement; and (iii) all
directors and executive officers of the Company, as a group. All information
shown in the table has been adjusted to reflect the two-for-one stock split
paid
on February 22, 2007.
Name
and Address (1)
|
Amount
and Nature of Beneficial Ownership (2)
|
Percent
of Class (%)
|
Steven W. Berglund (3)
|
910,196
|
*
|
Robert S. Cooper (4)
|
190,333
|
*
|
John B. Goodrich (5)
|
151,169
|
*
|
William Hart (6)
|
218,035
|
*
|
Ulf J. Johansson (7)
|
118,333
|
*
|
Bradford W. Parkinson (8)
|
85,889
|
*
|
Nickolas W. Vande Steeg (9)
|
73,333
|
*
|
Rajat
Bahri (10)
|
128,483
|
*
|
Mark Harrington (11)
|
91,567
|
*
|
Bryn Fosburgh (12)
|
68,603
|
*
|
Dennis Workman (13)
|
148,967
|
*
|
All Directors and Executive Officers, as a group
(20
persons) (3-13)
|
3,195,327
|
2.64%
|
(1)
|
The
business
address of each of the persons named in this table is: c/o Trimble
Navigation Limited, 935 Stewart Drive, Sunnyvale, California 94085.
|
(2)
|
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission (the “SEC”). In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held
by that
person that are exercisable within 60 days of the Record Date are
deemed
outstanding. Such shares, however, are not deemed outstanding for
purposes
of computing the ownership of any other person. To our knowledge,
except
as indicated in the footnotes to this table and pursuant to applicable
community property laws, the shareholder named in the table has sole
voting and investment power with respect to the shares set forth
opposite
such shareholder’s name.
|
(3)
|
Includes
763,166 shares subject to options exercisable on or prior to May
18,
2007.
|
(4)
|
Includes
43,333 shares subject to options exercisable on or prior to May 18,
2007,
and 147,000 shares held in a revocable trust which are pledged as
security
for the trust’s obligations under a variable prepaid forward agreement.
|
(5)
|
Includes
78,333 shares subject to options exercisable on or prior to May 18,
2007.
|
(6)
|
Includes
118,333 shares subject to options exercisable on or prior to May
18, 2007.
|
(7)
|
Includes
118,333 shares subject to options exercisable on or prior to May
18, 2007.
|
(8)
|
Includes
8
shares held by Dr. Parkinson’s spouse, 7,544 shares held in a
charitable remainder trust and 68,333 shares subject to options
exercisable on or prior to May 18,
2007.
|
(9)
|
Includes
73,333 shares subject to options exercisable on or prior to May 18,
2007.
|
(10)
|
Includes
127,933 shares subject to options exercisable on or prior to May
18,
2007.
|
(11)
|
Includes
89,668 shares subject to options exercisable on or prior to May 18,
2007.
|
(12)
|
Includes
57,915 shares subject to options exercisable on or prior to May 18,
2007.
|
(13)
|
Includes
135,854 shares subject to options exercisable on or prior to May
18,
2007.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of
the Securities Exchange Act of 1934, as amended, requires that the Company’s
executive officers and directors and persons who own more than 10% of a
registered class of the Company’s equity securities during the fiscal year ended
December 29, 2006 file reports of initial ownership on Form 3 and changes in
ownership on Form 4 or 5 with the SEC. Such officers, directors and 10%
shareholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) reports they file. In October 2004, William Hart sold
5,000
shares of the Company’s common stock. The Form 4 reporting this transaction was
filed on May 19, 2006. To the Company’s knowledge, except as described above,
and based solely on its review of the copies of such forms received by the
Company, all other Section 16(a) filing requirements applicable to its officers,
directors and 10% shareholders were complied with on a timely basis during
the
fiscal year ended December 29, 2006.
EXECUTIVE
COMPENSATION
The
following table
sets forth the compensation, including bonuses, earned during the Company’s
fiscal year ending December 29, 2006, by: (i) all persons who served as the
Company’s Chief Executive Officer during the last completed fiscal year; (ii)
all persons who served as the Company’s Chief Financial Officer during the last
completed fiscal year; and (iii) the three other most highly compensated
executive officers of the Company serving at the end of the last completed
fiscal year.
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(1)
|
Stock
Awards ($)
|
Option
Awards ($)(2)
|
All
Other
Compensation
($)(3)
|
Total
($)
|
Steven
W.
Berglund
President
& Chief Executive Officer
|
2006
|
$ 618,830(4)
|
$
849,297
|
$190,536
(5)
|
$1,392,833
|
$
-
|
$
3,051,496
|
Rajat
Bahri
Chief
Financial Officer
|
2006
|
$
283,038
|
$
300,517
|
$
-
|
$
690,796
|
$
62,074
(6)
|
$
1,336,426
|
Mark
Harrington
Vice
President
|
2006
|
$
283,038
|
$
300,517
|
$
-
|
$
483,139
|
$
2,500
|
$
1,069,195
|
Bryn
Fosburgh
Vice
President
|
2006
|
$
229,654
|
$
243,902
|
$
-
|
$
376,217
|
$
2,500
|
$
852,273
|
Dennis
Workman
Vice
President
|
2006
|
$
230,765
|
$
177,318
|
$
-
|
$
301,260
|
$
2,500
|
$
714,343
|
(1) |
The
amounts
shown in the columns for each officer’s salary and bonus include amounts
deferred at the election of an executive pursuant to the Company’s DCP in
the year such compensation was earned.
|
(2) |
Represents
the amounts recognized in the Company’s results of operations pursuant to
Financial Accounting Standard 123R - Stock Based Payments for options
granted in the last fiscal year as well as options granted in prior
years
that continued to vest in the 2006 fiscal year. Assumptions used
in the
calculation of this amount are described in Note 2 to the Company’s
audited financial statements for the fiscal year ended December 29,
2006, included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 23, 2007.
|
(3) |
Represents
Company matching contributions pursuant to Section 401(k) of the
Internal
Revenue Code, unless otherwise noted, for the periods in which they
accrued. All full-time employees are eligible to participate in the
Company’s 401(k) plan.
|
(4) |
The
Company’s
Board of Directors approved an annual base salary of $600,000 for
Mr.
Berglund, effective April 1, 2006. During the 2006 fiscal year, Mr.
Berglund received $46,502 of retroactive pay in connection with a
salary
increase for the 2005 fiscal year that was approved by the Board
of
Directors in February 2006.
|
(5) |
Represents
the expense recognized during the 2006 fiscal year, computed under
FAS
123R, in connection with the vesting of a portion of a restricted
stock
award granted to Mr. Berglund in 2005. The restricted stock award
vests
20% per year, commencing June 30, 2005 and 20% yearly thereafter.
8,000
shares of the restricted stock award vested on June 30,
2006.
|
(6) |
The
amount
shown represents $2,500 of Company matching contributions pursuant
to
Section 401(k) of the Internal Revenue Code, $4,574 of relocation
expenses, including amounts grossed up for taxes, reimbursed to Mr.
Bahri
or paid on his behalf in connection with his relocation to California,
and
a $55,000 housing bonus to defray the cost of living expenses in
an
exceptional housing market, paid pursuant to Mr. Bahri’s letter of
employment dated December 6, 2004. See “Certain Relationships and Related
Party Transactions.”
|
Grants
of
Plan-Based Awards
The
table below
lists the stock option grants for each of the persons named in the Summary
Compensation Table during the fiscal year ended December 29, 2006. All
information shown in the table has been adjusted to reflect the two-for-one
stock split paid on February 22, 2007.
GRANTS
OF PLAN-BASED AWARDS
|
Name
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Share) (1)
|
Grant
Date Fair Value of Stock and Option Awards (2)
|
Steven
Berglund
|
10/20/2006
|
180,000
|
23.44
|
$
1,440,900
|
Rajat
Bahri
|
1/19/2006
(3)
|
100,000
|
18.24
|
$
726,500
|
|
10/20/2006
|
40,000
|
23.44
|
$
320,200
|
Mark
Harrington
|
10/20/2006
|
40,000
|
23.44
|
$
320,200
|
Bryn
Fosburgh
|
10/20/2006
|
70,000
|
23.44
|
$
560,350
|
Dennis
Workman
|
10/20/2006
|
34,000
|
23.44
|
$
272,170
|
(1) |
Except
as
otherwise noted, the exercise price for each of the stock options
granted
to the named executive officers was 105% of the closing price of
the
Company’s common stock on the date of the grant.
|
(2) |
Represents
the aggregate grant date fair value for each of the stock options,
calculated in accordance with FAS 123R.
|
(3) |
Mr.
Bahri was
appointed as the Company’s Chief Financial Officer on January 19, 2005.
Pursuant to Mr. Bahri’s letter of employment dated December 6, 2004, Mr.
Bahri received an initial stock option grant of 200,000 shares on
his
employment start date and a stock option grant of 100,000 shares
on the
one-year anniversary of his employment. The exercise price for the
stock
option granted pursuant to the letter of employment was the closing
price
of the Company’s common stock on the date of the grant.
|
Outstanding
Equity Awards at Fiscal Year-End
The
table below
shows the stock options and stock awards outstanding for each of the persons
named in the Summary Compensation Table as of the fiscal year ended December
29,
2006. All information shown has been adjusted for the two-for-one stock split
paid on February 22, 2007.
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date (1)
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
(2)
|
Market
Value of Shares or Units of Stock That
Have
Not
Vested ($) (3)
|
Steven
W.
Berglund
|
435,000
|
0
|
2.6666
|
3/17/2009
|
24,000
|
$
608,760
|
|
75,000
|
0
|
5.6833
|
10/17/2011
|
|
|
|
72,000
|
18,000
|
4.6633
|
12/4/2012
|
|
|
|
141,666
|
158,334
|
8.5000
|
7/16/2013
|
|
|
|
62,834
|
55,800
|
16.3700
|
12/17/2014
|
|
|
|
20,000
|
80,000
|
16.9950
|
12/20/2015
|
|
|
|
0
|
180,000
|
23.4412
|
12/20/2013
(4)
|
|
|
Rajat
Bahri
|
76,666
|
123,334
|
15.6600
|
1/17/2015
|
|
|
|
7,200
|
28,800
|
16.995
|
12/20/2015
|
|
|
|
0
|
100,000
|
18.235
|
1/19/2016
|
|
|
|
0
|
40,000
|
23.4412
|
10/20/2013
(4)
|
|
|
Mark
Harrington
|
31,252
|
43,750
|
12.6666
|
1/5/2014
|
|
|
|
40,000
|
60,000
|
16.235
|
12/17/2014
|
|
|
|
10,000
|
40,000
|
16.9950
|
12/20/2015
|
|
|
|
0
|
40,000
|
23.4412
|
10/20/2013
(4)
|
|
|
Bryn
Fosburgh
|
2,250
|
1,500
|
5.1133
|
6/21/2012
|
|
|
|
4,500
|
3,500
|
4.2665
|
7/23/2012
|
|
|
|
11,250
|
23,748
|
8.5000
|
7/16/2013
|
|
|
|
12,000
|
45,332
|
14.5300
|
10/22/2014
|
|
|
|
10,000
|
40,000
|
16.9950
|
12/20/2015
|
|
|
|
0
|
70,000
|
23.4412
|
10/20/2013
(4)
|
|
|
Dennis
Workman
|
67,500
|
7,500
|
5.1134
|
6/21/2012
|
|
|
|
51,252
|
23,748
|
8.5000
|
7/16/2013
|
|
|
|
26,002
|
33,998
|
14.5300
|
10/22/2014
|
|
|
|
7,200
|
28,800
|
16.9950
|
12/21/2015
|
|
|
|
0
|
34,000
|
23.4413
|
10/20/2013
|
|
|
(1) |
Unless
otherwise noted, all stock options vest 20% on the first anniversary
of
the grant and 1/60th
each month
thereafter such that the stock options fully vest five years from
the date
of grant. Each option has a term of ten years.
|
(2) |
Represents
the unvested portion of a stock award under which Mr. Berglund has
the
right to receive an aggregate of 40,000 shares of common stock. The
stock
award vests 20% per year, commencing on June 30, 2005, and 20% on
each
anniversary of the grant date thereafter.
|
(3) |
The
market
value of the unvested portion of Mr. Berglund’s stock award was calculated
by multiplying the number of unvested shares by the closing price
of the
Company’s common stock on December 29, 2006.
|
(4) |
These
stock
options vest 40% on the second anniversary of the date of the grant
and
1/60th
each month
thereafter such that the stock options fully vest five years from
the date
of grant. These stock options have a term of seven
years.
|
Option
Exercises and Stock Vested
The
table below
shows the aggregate number of shares of stock options exercised by each of
the
officers in the Summary Compensation Table and the aggregate number of shares
acquired through vesting of stock awards, during the fiscal year ended December
29, 2006. All amounts shown in the table have been adjusted for the two-for-one
stock split paid on February 22, 2007.
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of Shares Acquired on Exercise
|
Value
Realized on Exercise
|
Number
of Shares Acquired on Vesting
|
Value
Realized on Vesting
|
Steven
Berglund
|
460,000
|
$
9,246,979
|
8,000
|
$
178,560
|
Rajat
Bahri
|
-
|
$
-
|
0
|
$
-
|
Mark
Harrington
|
30,000
|
$
329,951
|
0
|
$
-
|
Bryn
Fosburgh
|
45,420
|
$
581,071
|
0
|
$
-
|
Dennis
Workman
|
105,998
|
$
1,702,070
|
0
|
$
-
|
Nonqualified
Deferred Compensation
The
table below
shows contributions to the Company’s Nonqualified Deferred Compensation Plan by
each of the persons named in the Summary Compensation Table during the fiscal
year ended December 29, 2006.
Nonqualified
Deferred Compensation Plan (1)
|
Name
|
Executive
Contributions in the 2006 fiscal year ($)
|
Aggregated
Earnings in the 2006 fiscal year ($)
|
Aggregate
Withdrawals or Distributions ($)
|
Aggregate
Balance at December 29, 2006 ($)
|
Steven
Berglund
|
$
-
|
$
-
|
$
-
|
$
-
|
Rajat
Bahri
|
$
143,608
|
$
29,179
|
$
-
|
$
174,
996
|
Mark
Harrington
|
$
-
|
$
13,856
|
$
-
|
$
122,767
|
Bryn
Fosburgh
|
$
-
|
$
-
|
$
-
|
$
-
|
Dennis
Workman
|
$
135,720
|
$
30,973
|
$
-
|
$
462,958
|
(1)
|
Executive
officers and directors of the Company may participate in the Nonqualified
Deferred Compensation Plan and may elect to defer a portion of their
salary, bonus or director fees. The Company does not contribute to
the
Nonqualified Deferred Compensation Plan on behalf of the participants.
See
“Post-Employment Compensation.”
|
Potential
Payments Upon a Change-in-Control
The
table below
sets forth the estimated benefits that each respective executive officer would
receive under the standard change in control severance agreement.
Potential
Payments upon a Change-in-Control (1)
|
Name
|
Salary
|
Bonus
(2)
|
Health
Benefits
|
Accelerated
Vesting of Options
(#
of
Shares) (3)
|
Market
Value as of
12/29/2006
($)
(4)
|
Steven
Berglund
|
$
600,000
|
$
849,297
|
$
13,727
|
503,500
|
$
4,672,033
|
Rajat
Bahri
|
$
286,000
|
$
300,517
|
$
13,082
|
292,134
|
$
2,227,962
|
Mark
Harrington
|
$
286,000
|
$
300,517
|
$
9,348
|
183,750
|
$
1,515,103
|
Bryn
Fosburgh
|
$
233,208
|
$
243,902
|
$
13,032
|
184,080
|
$
1,465,366
|
Dennis
Workman
|
$
232,885
|
$
177,318
|
$
4,213
|
128,046
|
$
1,227,229
|
(1) |
The
calculation of the estimated payments described in the table is based
upon
the assumption that a change in control event occurred on December
29,
2006.
|
(2) |
The
bonus
amounts shown in the table are the same as the bonus amounts earned
for
each named executive officer for the year ending December 29, 2006.
|
(3) |
All
stock
options and stock awards have been adjusted for the two-for-one stock
split paid on February 22, 2007. All unvested stock options for the
executives listed above will immediately vest upon the occurrence
of a
Change in Control event, as that term is defined in each executive’s
change in control and severance agreement. The amounts shown above
reflect
the aggregate amount of each executive’s unvested stock options that would
have vested if a Change in Control event had occurred on December
29,
2006.
|
(4) |
The
amounts
shown reflect the aggregate market value of unvested stock options,
less
the exercise price of the unvested options, using the closing price
of the
Company’s common stock on December 29, 2006.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
In
a letter of employment dated December 6, 2004, the Company agreed to pay certain
expenses incurred in connection with Mr. Bahri’s relocation to California. In
addition, for the first five years of his employment, Mr. Bahri will receive
a
yearly bonus to defray the cost of living expenses in an exceptional housing
market. Pursuant to the letter of employment, Mr. Bahri received $4,574 for
reimbursement of relocation expenses, including amounts paid to third parties
on
his behalf and amounts grossed up for taxes, and a $55,000 housing bonus during
the fiscal year ended December 29, 2006.
HOUSEHOLDING
As
permitted by the
Securities Exchange Act of 1934, we may deliver only one copy of this Proxy
Statement to shareholders residing at the same address, unless such shareholders
have notified the Company of their desire to receive multiple copies of the
Proxy Statement. Shareholders residing at the same address may request delivery
of only one copy of the Proxy Statement by directing a notice to the Company’s
Investor Relations department at the address below.
The
Company will
promptly deliver, upon oral or written request, a separate copy of this Proxy
Statement to any shareholder residing at an address to which only one copy
was
mailed. Requests for additional copies should be directed to the Company at
its
principal executive offices, Attention: Investor Relations, at 935 Stewart
Drive, Sunnyvale, California 94085, (408) 481-8000.
OTHER
MATTERS
The
Company knows
of no other matters to be submitted for consideration at the Annual Meeting.
If
any other matters properly come before the Annual Meeting, it is the intention
of the persons named in the enclosed Proxy to vote the shares they represent
as
the Board of Directors may recommend. Discretionary authority with respect
to
such other matters is granted by the execution of the enclosed
Proxy.
It
is important that your shares be represented at the meeting, regardless of
the
number of shares which you hold. You are, therefore, urged to mark, sign, date,
and return the accompanying Proxy as promptly as possible in the postage-prepaid
envelope which has been enclosed for your convenience or vote electronically
via
the Internet or by telephone in accordance with the detailed instructions on
your individual Proxy card.
For
the Board of
Directors
TRIMBLE
NAVIGATION
LIMITED
Robert
S.
Cooper
Chairman
of the
Board
Dated:
April 6,
2007
APPENDIX
A
Form
of
Proxy
PROXY
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TRIMBLE
NAVIGATION LIMITED
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PROXY
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PROXY
FOR 2007
ANNUAL MEETING OF SHAREHOLDERS
This
Proxy is
Solicited on Behalf of the Board of Directors
The
undersigned
shareholder of TRIMBLE NAVIGATION LIMITED, a California corporation, hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement, each dated April 6, 2007, and hereby appoints Steven W. Berglund,
and
Rajat Bahri and each of them, proxies and attorneys-in-fact, with full power
to
each of substitution, on behalf and in the name of the undersigned, to represent
the undersigned at the 2007 Annual Meeting of Shareholders of TRIMBLE NAVIGATION
LIMITED, to be held on Thursday, May 19, 2007, at 6:00 p.m. local time, at
the
Hyatt Regency Hotel, located at 5101 Great America Parkway, in Santa Clara,
California 95054, and at any adjournment(s) thereof, and to vote all shares
of
Common Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below.
THIS
PROXY WILL BE
VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, IT WILL BE VOTED FOR THE
LISTED NOMINEES IN THE ELECTION OF DIRECTORS, AND FOR THE RATIFICATION OF ERNST
& YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL
YEAR ENDING DECEMBER 28, 2007, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S)
THEREOF.
Both
of such
attorneys or substitutes (if both are present and acting at said meeting or
any
adjournment(s) thereof, or, if only one shall be present and acting, then that
one) shall have and may exercise all of the powers of said attorneys-in-fact
hereunder.
(Continued,
and to
be signed on the other side)
[Company
logo
appears here]
Trimble
Navigation
Limited
935
Stewart
Drive
Sunnyvale,
CA
94085
YOUR
VOTE IS
IMPORTANT - YOU CAN VOTE IN ONE OF THREE WAYS:
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to
transmit your voting instructions and for electronic delivery of information
up
until 11:59 P.M. Eastern Time the day before
the cut-off
date of meeting date. Have your proxy card in hand when
you access the
web site. You will be prompted to enter your 12-digit Control Number which
is
located below to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC
DELIVERY
OF FUTURE SHAREHOLDER COMMUNICATIONS
If
you would like
to reduce the costs incurred by Trimble Navigation Limited in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy
cards
and annual reports electronically via e-mail or the Internet. To sign up for
electronic delivery, please follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree to receive or access
shareholder communications electronically in future years.
VOTE
BY PHONE -
1-800-690-6903
Use
any touch-tone
telephone to transmit your voting instructions up until 11:59 P.M Eastern Time
the date before the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions.
VOTE
BY
MAIL
Mark,
sign and date
your proxy card and return it in the postage-paid envelope we have provided
or
return it to Trimble Navigation Limited, c/o ADP, 51 Mercedes Way, Edgewood,
NY
11717.
NOTE:
If you vote
by Internet or telephone, there is NO NEED TO MAIL BACK your Proxy Card.
THANK
YOU FOR
VOTING.
TO
VOTE, MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP
THIS
PORTION FOR YOUR RECORDS
DETACH
AND RETURN
THIS PORTION ONLY
THIS
PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED
Trimble
Navigation
Limited
Vote
on Directors
1.
Elections
of Directors to serve for the ensuing year and until their successors
are
elected. Nominees:
01
Steven W.
Berglund, 02 Robert S. Cooper, 03 John B. Goodrich, 04 William Hart,
05
Ulf J. Johansson, 06 Bradford W. Parkinson and 07 Nickolas W. Vande
Steeg
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FOR
ALL
[
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WITHOLD
ALL
[
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FOR
ALL
EXCEPT
[
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To
withhold
authority to vote, mark “For All Except” and write the nominee’s number on
the line below.
____________________
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2.
To ratify
the appointment of Ernst & Young LLP as the independent auditors of
the Company for the current fiscal year ending December 28,
2007.
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FOR AGAINST ABSTAIN
[
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3.
To
transact such other business as may properly come before the meeting
or
any adjournment thereof.
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(This
Proxy should
be marked, dated, signed by the shareholder(s) exactly as his or her name
appears hereon, and returned promptly in the enclosed envelope. If signing
for
estates, trusts, corporations, or partnerships, title or capacity should be
stated. If shares are held jointly each holder should sign.)
Signature
______________________ Date ________
Signature
(joint
owners) ________________ Date________
Please
indicate if
you would like to keep your vote confidential under the current
policy.
Yes No
[
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