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Actionable news in TRMB: Trimble Navigation Limited,

Trimble Navigation: Form, Schedule Or Registration Statement No Filing Party: Date Filed: TRIMBLE NAVIGATION LIMITED YOUR VOTE IS IMPORTANT! VOTE “ ” PROPOSAL 4 TO SUPPORT OUR PROPOSAL TO REINCORPORAT

The following excerpt is from the company's SEC filing.

Last month, we mailed you the proxy statement for the upcoming annual meeting of shareholders of Trimble Navigation Limited (the “Company”), to be held on Monday, May 2, 2016, at 5:30 p.m. local time, at 945 Stewart Drive, Sunnyvale, California 94085.

We understand that there may be questions regarding certain aspects of our proposal to change the state of incorporation of the Company from California to Delaware (the “Reincorporation”). In particular, we want to address the fact that Institutional Shareholder Services and Glass Lewis have recommended that shareholders vote against the proposed Reincorporati on, citing the fact that the Company has not elected to opt out of Section 203 of the Delaware General Corporations Law (the “DGCL”), a provision intended to provide protection to all shareholders in connection with take-over attempts by

interested stockholders

(i.e., a 15% shareholder).

Section 203 is a default provision of the DGCL that restricts certain “business combinations” with “interested stockholders” for three years following the date that a person becomes an “interested stockholder,” unless (1) before such stockholder becomes an “interested stockholder,” the Board of Directors approves the “business combination” or the transaction that resulted in the stockholder becoming an “interested stockholder,” (2) upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the outstanding stock of the corporation at the time of the transaction (excluding stock owned by certain persons), or (3) at the time or after the stockholder became an “interested stockholder,” the Board of Directors and at least 66 2/3% of the disinterested outstanding voting stock of the corporation approves the transaction.

While Section 203 is the default provision under the DGCL, the DGCL allows companies to opt out of Section 203 of the DGCL by including a provision...


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