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TRMB > SEC Filings for TRMB > Form 8-K on 9-Apr-2014All Recent SEC Filings

Show all filings for TRIMBLE NAVIGATION LTD /CA/

Form 8-K for TRIMBLE NAVIGATION LTD /CA/


9-Apr-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Othe


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

On April 4, 2014, the Board of Directors (the "Board") of Trimble Navigation Limited (the "Company") approved an amendment and restatement of the Company's Bylaws. Section 3.2 of the Company's Bylaws was amended to decrease the number of directors from eight to seven. This amendment will be effective as of the date of the Company's annual meeting of shareholders, to be held on May 8, 2014.

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



Item 8.01 Other Events

On April 4, 2014, the Board also approved the appointment of current director Ulf J. Johansson to the Company's Audit Committee and the designation of current director Mark Peek as Chair of the Audit Committee and the Audit Committee's "financial expert" as that term is defined in rules promulgated by the Securities and Exchange Commission.

The Board also approved the appointment of Merit Janow to the Company's Nominating Committee.

Finally, the Board approved an amendment to the Company's Governance Committee Charter (the "Charter") to reduce the minimum number of directors comprising this committee to two. A copy of the amended Charter will be available on the Company's website at http://investor.trimble.com/documents.cfm upon effectiveness.

Each of the above changes will be effective as of the date of the Company's annual meeting of shareholders, to be held on May 8, 2014.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

         Exhibit No.   Description

         3.2           Bylaws of Trimble Navigation Limited (amended and restated through May
                       8, 2014).


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