UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 19, 2016

 

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-8649

 

41-0580470

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

8111 Lyndale Avenue South
Bloomington, Minnesota

(Address of principal executive offices)

 

55420
(Zip Code)

 

Registrant’s telephone number, including area code: (952) 888-8801

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 5—Corporate Governance and Management

 

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

 

(d)                                 On January 19, 2016, the Board of Directors (the “Board”) of The Toro Company (the “Company”) increased the size of the Board from nine to ten directors and elected Richard M. Olson, the Company’s President and Chief Operating Officer, to fill the vacancy created by such increase.  Mr. Olson joins the class of directors having a term ending at the Company’s 2016 Annual Meeting of Shareholders to be held on March 15, 2016.  There are no arrangements or understandings between Mr. Olson and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Olson that are required to be disclosed by Item 404(a) of Regulation S-K.  As an employee director, Mr. Olson will not receive any director fees or other separate compensation for service on the Board for the period during which he is an employee of the Company and Mr. Olson will not serve on any committees of the Board.

 

Section 7Regulation FD

 

Item 7.01              Regulation FD Disclosure.

 

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the press release issued by the Company in connection with the announcement of the election of Mr. Olson to the Board of the Company.

 

The information contained in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Section 9Financial Statements and Exhibits

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
No.

 

Description

99.1

 

Press Release dated January 19, 2016 (furnished herewith).

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

THE TORO COMPANY

 

 

(Registrant)

 

 

 

Date:  January 19, 2016

By

/s/ Timothy P. Dordell

 

 

Timothy P. Dordell

 

 

Vice President, Secretary and General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

Method of Filing

99.1

 

Press Release dated January 19, 2016.

 

Furnished herewith

 

4


Exhibit 99.1

 

 

Investor Relations

Heather Hille

Director, Investor Relations

(952) 887-8923, heather.hille@toro.com

 

Media Relations

Branden Happel

Senior Manager, Public Relations

(952) 887-8930, branden.happel@toro.com

 

For Immediate Release

 

The Toro Company Elects Richard M. Olson to its Board of Directors

 

BLOOMINGTON, Minn. (January 19, 2016) — The Toro Company (NYSE: TTC) today announced that its Board of Directors has elected Richard M. Olson, Toro’s President and Chief Operating Officer, to the Board of Directors, effective immediately.  The addition of Mr. Olson brings the Toro Board of Directors to 10 members.

 

Mr. Olson has served as Toro’s President and Chief Operating Officer since September 2015.  He joined Toro in 1986 and spent his first 14 years in increasing leadership roles in operations, including as a Commercial Engineering Program Manager, Director of Plant Operations at Toro’s facility in Shakopee, Minnesota, and Managing Director of Northern Manufacturing Operations.  Mr. Olson has held a number of executive positions in Toro’s businesses, including as Vice President, Exmark, Vice President, International Business, and Group Vice President, International Business, Micro-Irrigation Business and Distributor Development.  Mr. Olson holds a Bachelor of Science degree in industrial technology from Iowa State University and a Masters of Business Administration degree from the Carlson School of Management at the University of Minnesota.

 

“The rich company knowledge and broad experience that Rick has gained through his leadership of our businesses and manufacturing operations provide him with a unique strategic perspective and we are pleased to have him join the Board,” said Michael J. Hoffman, Toro’s Chairman and Chief Executive Officer.

 

About The Toro Company

 

The Toro Company (NYSE: TTC) is a leading worldwide provider of innovative solutions for the outdoor environment, including turf, snow and ground engaging equipment and irrigation and outdoor lighting solutions. With sales of $2.4 billion in fiscal 2015, Toro’s global presence extends to more than 90 countries.  Through constant innovation and caring relationships built on trust and integrity, Toro and its family of brands have built a legacy of excellence by helping customers care for golf courses, landscapes, sports fields, public green spaces, commercial and residential properties and agricultural fields. For more information, visit www.thetorocompany.com.