TORO CO
For the period ended Mar 18, 2025. Filed Mar 21, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Mar 18, 2025 · Filed Mar 21, 2025
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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.☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Toro Company (“TTC”) held its 2025 Annual Meeting of Shareholders on March 18, 2025. The final results for each proposal submitted to a vote of TTC’s shareholders at the meeting were as follows:
| Proposal One— | FOR | WITHHELD | ABSTAIN | BROKER NON-VOTE |
|---|---|---|---|---|
| Election of three director nominees, each to serve for a term ending at the 2028 annual meeting of shareholders | ||||
| Jeffrey L. Harmening | 76,892,826 | 9,949,847 | — | 6,160,066 |
| Joyce A. Mullen | 76,056,523 | 10,786,150 | — | 6,160,066 |
| James C. O'Rourke | 72,866,597 | 13,976,076 | — | 6,160,066 |
| Election of one director nominee to serve for a term ending at the 2027 annual meeting of shareholders | ||||
| Richard M. Olson | 83,347,473 | 3,495,200 | — | 6,160,066 |
| Proposal Two—Ratification of the selection of KPMG LLP as TTC’s independent registered public accounting firm for TTC’s fiscal year ending October 31, 2025 · FOR · AGAINST · ABSTAIN · BROKER NON-VOTE | |||
|---|---|---|---|
| 89,443,854 | 3,425,781 | 133,104 | — |
| Proposal Three—Advisory approval of executive compensation · FOR · AGAINST · ABSTAIN · BROKER NON-VOTE | |||
|---|---|---|---|
| 79,967,327 | 6,073,139 | 802,207 | 6,160,066 |
Each of the director nominees in Proposal One was elected by TTC’s shareholders to serve for a term ending at the respective 2028 or 2027 annual meeting of shareholders by the required vote. Regarding TTC’s other directors (i) each of Dianne C. Craig, Eric P. Hansotia and D. Christian Koch will continue to serve as a director for a term ending at TTC’s 2026 Annual Meeting of Shareholders; and (ii) each of Gary L. Ellis and Jill M. Pemberton (as well as Richard M. Olson) will continue to serve as a director for a term ending at TTC’s 2027 Annual Meeting of Shareholders.
Proposal Two was approved by TTC’s shareholders by the required vote.
With respect to Proposal Three, TTC’s shareholders approved, on an advisory basis, the executive compensation of TTC’s named executive officers, as disclosed in TTC’s proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.