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TRMB > SEC Filings for TRMB > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for TRIMBLE NAVIGATION LTD /CA/ | Request a Trial to NEW EDGAR Online Pro



Material Modification to Rights of Security Holders, Change in Direct

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers

(b) Effective as of the date of the annual meeting of shareholders ("Annual Meeting") of Trimble Navigation Limited (the "Company"), to be held on May 7, 2013, Mr. Brad Parkinson will be retiring from the Company's Board of Directors ("Board") and will cease to be a director of the Company or a member of any committee of the Company's Board, which cessation was not because of any disagreements with the Company relating to the Company's operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 19, 2013, the Company amended Article III of its Articles of Incorporation in order to effect a two-for-one stock split, payable on March 20, 2013. The text of the amendment increases the number of authorized shares of the Company's common stock from 180,000,000 to 360,000,000, with no change in par value.

On March 14, 2013, the Board approved an amendment to Section 3.2 of the Company's Bylaws to decrease the number of directors from nine to eight, effective as of the Annual Meeting to be held on May 7, 2013.

The foregoing descriptions are qualified in their entirety by the text of the Certificate of Amendment of Articles of Incorporation of the Company, a copy of which is attached hereto as Exhibit 3.1, and the text of the amended and restated Bylaws, a copy of which is attached hereto as Exhibit 3.2, both of which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.        Description

3.1                Certificate of Amendment of Articles of Incorporation of Trimble
                   Navigation Limited (March 19, 2013).

3.2                Bylaws of Trimble Navigation Limited (amended and restated
                   through May 7, 2013).

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