TORO CO

The Board is providing our stockholders with an advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act, or Dodd-Frank Act, and Section 14A of the Securities Exchange Act of 1934, as amended, or Exchange Act. This advisory vote, commonly known as a say-on-pay vote, is a non-binding vote on the compensation paid to our named executive officers as described in this proxy statement.

We encourage our stockholders to read the "Compensation Discussion and Analysis" section, which describes the details of our executive compensation program and the decisions made by the Compensation & Human Resources Committee for fiscal 2025, and the "Executive Compensation" section of this proxy statement.

At the 2025 Annual Meeting of Stockholders held on March 18, 2025, over 92% of the votes cast by our stockholders were in favor of our say-on-pay vote. The Compensation & Human Resources Committee believes that such results affirmed stockholder support of our approach to executive compensation.