ttc-8k_20200317.htm
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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): March 17, 2020

 

THE TORO COMPANY

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-8649

41-0580470

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

8111 Lyndale Avenue South
Bloomington, Minnesota

 

55420

(Address of principal executive offices)

 

(Zip Code)

 

(952) 888-8801

Registrant’s telephone number, including area code:

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:

 

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

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

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

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

TTC

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 


 

Section 5Corporate Governance and Management

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Toro Company (“Toro”) held its 2020 Annual Meeting of Shareholders on March 17, 2020. The final results of the shareholder vote on the business brought before the meeting were as follows:

 

 

 

For

 

Against/ Withheld

 

Abstain

 

Broker

Non-Votes

Proposal One—Election of four directors, each to serve for a term of three years ending at Toro’s 2023 Annual Meeting of Shareholders

 

 

 

 

 

 

 

 

Jeffrey E. Ettinger

 

87,114,090

 

3,828,447

 

--

 

7,486,272

Katherine J. Harless

 

88,623,666

 

2,318,871

 

--

 

7,486,272

D. Christian Koch

 

89,180,699

 

1,761,838

 

--

 

7,486,272

 

 

 

 

 

 

 

 

 

Proposal Two—Ratification of the selection of KPMG LLP as Toro’s independent registered public accounting firm for Toro’s fiscal year ending October 31, 2020

 

95,571,374

 

2,448,369

 

409,066

 

--

 

 

 

 

 

 

 

 

 

Proposal Three—Advisory approval of executive compensation

 

85,294,753

 

3,364,807

 

2,282,977

 

7,486,272

 

Each of the directors in Proposal One was elected by Toro’s shareholders by the required vote and each of Proposals Two and Three was approved by Toro’s shareholders by the required vote.

 

Regarding Toro’s other directors (i) each of Janet K. Cooper, Gary L. Ellis, Gregg W. Steinhafel, and Dr. Michael G. Vale continue to serve as a director for a term ending at Toro’s 2021 Annual Meeting of Shareholders, and (ii) each of Jeffrey L. Harmening, Joyce A. Mullen, Richard M. Olson and James C. O’Rourke continue to serve as a director for a term ending at Toro’s 2022 Annual Meeting of Shareholders.  

 

 

 

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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 thereunto duly authorized.

 

 

 

THE TORO COMPANY

 

 

(Registrant)

 

 

 

 

 

 

Date:  March 18, 2020

 

By:

/s/ Amy E. Dahl

 

 

 

Amy E. Dahl

 

 

 

Vice President, Human Resources, Distributor Development and General Counsel

 

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