Case Name: Thompson v. Trimble Navigation Limited, et al.
Case No.: 2015-1-CV-277983

This is a putative class action brought by plaintiff Rachel Thompson (“Plaintiff”) on behalf of the stockholders of Trimble Navigation Limited (“Trimble”). (Complaint, ¶ 1.) Plaintiff alleges that, in breach of their fiduciary duties as directors of Trimble, the individual defendants wrongfully agreed to provisions in Trimble’s credit agreement with JPMorgan Chase Bank (“JPMorgan”) that trigger the lender’s right to accelerate the debt if there is an election of a majority of directors whose initial nomination arose from an actual or threatened proxy contest (the “Dead Hand Proxy Put”). (Complaint, ¶ 2.) Under the credit agreement, the acquisition of 35% or more of Trimble stock by any individual or group likewise triggers an event of default that accelerates the debt and makes it immediately due and payable (the “Poison Put”). (Complaint, ¶ 2.) Through this action, Plaintiff seeks to invalidate the Dead Hand Proxy Put and Poison Put provisions in the credit agreement.

The Complaint, filed on March 12, 2015, sets forth a cause of action for breach of fiduciary duty against the individual defendants and a cause of action against JPMorgan for aiding and abetting the individual defendants’ breach of fiduciary duty. The parties have reached a settlement. Under the terms of the settlement, Trimble has agreed to eliminate the Dead Hand Proxy Put provision by removing certain language from the definition of “Continuing Directors” from the credit agreement. JPMorgan will not charge Trimble a fee for the amendment.

Plaintiff previously moved for preliminary approval of the settlement. On October 30, 2015, the Court continued the hearing on the motion so that Plaintiff could file a supplemental declaration regarding the Poison Put provision and why it was not included in the settlement and proposing an additional method of notice such as a press release.

On November 4, 2015, Plaintiff filed a supplemental declaration containing the information requested by the Court. Plaintiff explained that she agreed to relinquish her claims relating to the Poison Put provision in consideration for obtaining complete relief on the Dead Hand Proxy Put claims. Plaintiff asserted that there is well-established Delaware case law supporting the claims predicated on the Dead Hand Proxy Put provision and that, in contrast, Plaintiff’s claims predicated on the Poison Put are novel and Plaintiff’s likelihood of success on the claims is uncertain. (Zagar Supp. Decl., ¶ 5.) Plaintiff stated that the removal of the Dead Hand Proxy Put from the credit agreement gave Plaintiff immediate relief on the more established of the two sets of claims alleged in this action. The Court found that Plaintiff sufficiently explained the reason for the exclusion of the Poison Put provision from the settlement and therefore found that the settlement is fair.

With regard to the additional method of notice, Plaintiff stated that the parties conferred and agreed that Trimble would provide additional notice of the proposed settlement by publishing the notice on Business Wire within 10 days after the date of the preliminary approval order. With this additional method of providing notice, the Court found that the notice would be sufficient.

Ultimately, Plaintiff’s motion for preliminary approval of class action settlement was GRANTED. Plaintiff now moves for final approval of the settlement as well as attorney’s fees and expenses.

Pursuant to the Court’s prior order, the notice was attached to a Form 8-K filed by Trimble with the Securities and Exchange Commission, posted on the Investor Relations section of Trimble’s website, and published by Trimble of PR Newswire. Plaintiff’s counsel asserts that he is not aware of any objections to the settlement. In connection with the prior motion for preliminary approval of the class action settlement, the Court found that the proposed settlement provides a fair and reasonable compromise to Plaintiff’s claims. The Court finds no reason to deviate from this finding now, especially in light of the fact that there are no objections.

The only remaining issue is whether Plaintiff’s counsel should be awarded the requested attorney’s fees and costs. Plaintiff’s counsel seeks $250,000 in attorney’s fees and expenses. This includes costs incurred in the amount of $10,715.10. This means that attorney’s fees are requested in the amount of $239,284.90. Plaintiff’s counsel submits that 222.1 hours were expended on the case, resulting in a lodestar of $97,860. Consequently, the amount of fees requested is based on a multiplier of 2.45. This is a somewhat high multiplier and the Court notes additionally that the lodestar was already based on rates that were not low. Nevertheless, Plaintiffs’ counsel took the case on a contingency basis, was able to reach a good result for the class, and there are no objections to the settlement. Accordingly, the Court will approve the requested fee and expense award.

In sum, Plaintiffs’ motion for final approval of the class action settlement is GRANTED.