Toro Co. Files Definitive Proxy Statement

Ticker: TTC · Form: DEF 14A · Filed: 2024-02-06T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Toro Co., Corporate Governance, Executive Compensation

TL;DR

<b>Toro Co. has filed its Definitive Proxy Statement for the period ending January 30, 2024.</b>

AI Summary

TORO CO (TTC) filed a Proxy Statement (DEF 14A) with the SEC on February 6, 2024. Toro Co. filed a Definitive Proxy Statement (DEF 14A) on February 6, 2024. The filing covers the period ending January 30, 2024. The company's fiscal year ends on October 31. Toro Co. is incorporated in Minnesota. The Standard Industrial Classification code is 3524 for Lawn & Garden Tractors & Home Lawn & Garden Equipment.

Why It Matters

For investors and stakeholders tracking TORO CO, this filing contains several important signals. This DEF 14A filing provides detailed information about executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential impacts on stock value. As a public document, it offers transparency into the company's operational and financial decision-making processes, allowing stakeholders to assess management's performance and strategic direction.

Risk Assessment

Risk Level: low — TORO CO shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance disclosures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate strategy and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did TORO CO file this DEF 14A?

TORO CO filed this Proxy Statement (DEF 14A) with the SEC on February 6, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TORO CO (TTC).

Where can I read the original DEF 14A filing from TORO CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TORO CO.

What are the key takeaways from TORO CO's DEF 14A?

TORO CO filed this DEF 14A on February 6, 2024. Key takeaways: Toro Co. filed a Definitive Proxy Statement (DEF 14A) on February 6, 2024.. The filing covers the period ending January 30, 2024.. The company's fiscal year ends on October 31..

Is TORO CO a risky investment based on this filing?

Based on this DEF 14A, TORO CO presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance disclosures rather than immediate financial distress or significant operational changes.

What should investors do after reading TORO CO's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate strategy and shareholder value. The overall sentiment from this filing is neutral.

How does TORO CO compare to its industry peers?

Toro Co. operates in the Lawn & Garden Tractors & Home Lawn & Garden Equipment industry (SIC 3524).

Are there regulatory concerns for TORO CO?

The filing is a DEF 14A, which is a standard SEC filing required for public companies to solicit proxies from shareholders.

Industry Context

Toro Co. operates in the Lawn & Garden Tractors & Home Lawn & Garden Equipment industry (SIC 3524).

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing required for public companies to solicit proxies from shareholders.

What Investors Should Do

  1. Analyze the executive compensation packages disclosed in the filing.
  2. Review any shareholder proposals and management's recommendations.
  3. Assess the company's corporate governance practices as outlined in the proxy statement.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure. No specific comparative data from a previous filing was provided in the text.

Filing Stats: 4,512 words · 18 min read · ~15 pages · Grade level 14.8 · Accepted 2024-02-06 09:03:34

Key Financial Figures

Filing Documents

Executive Compensation xi

Executive Compensation xi Fiscal 2023 Executive Compensation Summary xi PROXY STATEMENT 1 GENERAL INFORMATION ABOUT THE 2024 ANNUAL MEETING AND VOTING 1 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Tuesday, March 19, 2024 1 When and Where Will the Annual Meeting Be Held? 1 How Can I Attend the Virtual Annual Meeting? 1 What Are the Purposes of the Annual Meeting? 1 Are There Any Matters To Be Voted On at the Annual Meeting that Are Not Included in this Proxy Statement? 2 Who Is Entitled to Vote and How Many Shares Must Be Present to Hold the Annual Meeting? 2 How Do I Vote My Shares? 2 How Does the Board Recommend that I Vote and What Vote is Required for Each Proposal? 3 How Will My Shares Be Voted? 3 What Does It Mean If I Receive More Than One Notice or Set of Proxy Materials? 4 How Can I Revoke or Change My Vote? 4 Who Will Count the Votes? 4 How Will Business Be Conducted at the Annual Meeting? 4 How Can I Ask Questions In Advance of and During the Annual Meeting? 4 PROPOSAL ONE—ELECTION OF DIRECTORS 5 Board Size and Structure 5 Nominees for Director 5 Board Recommendation 5 Information About Director Nominees and Continuing Directors 5 CORPORATE GOVERNANCE 13 Corporate Governance Guidelines 13 Board Leadership Structure 13 Director Independence 13 Director Attendance; Executive Sessions 14 Board Committees 14 Board's Role in Risk Oversight 16 iv

Executive Compensation Process

Executive Compensation Process 17 Director Nomination and Refreshment Process 18 Related Person Transactions and Policies and Procedures Regarding Related Person Transactions 18 Board of Directors Business Ethics Policy Statement 19 Code of Conduct and Code of Ethics for our CEO and Senior Financial Personnel 19 Communications with Directors 19 Complaint Procedures 19 DIRECTOR COMPENSATION 20 Director Compensation Program for Fiscal 2023 20 Director Compensation for Fiscal 2023 22 PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 24 Selection of Independent Registered Public Accounting Firm 24 Audit, Audit-Related, Tax and Other Fees 24 Pre-Approval Policies and Procedures 24 Board Recommendation 24 Audit Committee Report 25 PROPOSAL THREE—ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION 26 Background 26 Our Pay Philosophy 26 Best Practices 26 Proposed Resolution 27 Next Say-on-Pay Vote 27 Board Recommendation 27 COMPENSATION DISCUSSION AND ANALYSIS 28 Executive Summary: Changes in Senior Leadership Team 28 Executive Summary: Fiscal 2023 Compensation Actions and Outcomes 29 Compensation Philosophy 30 Compensation Highlights and Best Practices 31 Pay for Performance and Pay Mix 31 Elements of Our Executive Compensation Program 32 Employment, Severance and Change in Control Arrangements 40 Named Executive Officer Stock Ownership Guidelines 41 Anti-Hedging and Anti-Pledging 41 Tax Considerations 41 Risk Assessment 41 Clawback Policy and Provisions 42 Competitive Considerations and Use of Market Data 42 How We Make Compensation Decisions 42 Compensation and Human Resources Committee Report 44 v

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 45 Summary Compensation Table 45 All Other Compensation for Fiscal 2023 46 Grants of Plan-Based Awards for Fiscal 2023 47 Outstanding Equity Awards at Fiscal Year-End for 2023 49 Option Exercised and Stock Vested for Fiscal 2023 51 Nonqualified Deferred Compensation for Fiscal 2023 52 Pay Versus Performance (PvP) 57 Potential Payments Upon Termination or Change in Control 61 Pay Ratio Disclosure 66 Compensation and Human Resources Committee Interlocks and Insider Participation 66 STOCK OWNERSHIP 67 Significant Beneficial Owners 67 Directors and Executive Officers 68 Stock Ownership Guidelines 70 Anti-Hedging and Anti-Pledging Policies 70 Delinquent Section 16(a) Reports 70 EQUITY COMPENSATION PLAN INFORMATION 71 OTHER INFORMATION 71 Shareholder Proposals and Director Nominations for the 2025 Annual Meeting 71 Householding of Annual Meeting Materials 72 Annual Report 72 Cost and Method of Solicitation 72 _____________________ References in this proxy statement to: "TTC," "we," "us," "our," or the "Company" refer to The Toro Company; "Board" refer to the Board of Directors of TTC; "annual meeting" refer to our 2024 Annual Meeting of Shareholders; and 2023 Annual Report refer to our Annual Report to Shareholders for fiscal 2023, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2023, being made available together with this proxy statement. Information on our website and any other websites referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement. vi THE TORO COMPANY HIGHLIGHTS AND PROXY STATEMENT EXECUTIVE SUMMARY Business Overview The Toro Company, founded in 1914, is a leading worldwide provider of innovative solutions for the outdoor environment including turf and landscape maintenance, snow and ice management, underground utility construction, rental and specialty construction, and irrigation and

Executive Compensation

Executive Compensation

Executive Compensation Program Philosophy

Executive Compensation Program Philosophy Our executive compensation philosophy is to maintain a program that allows us to attract, retain, motivate and reward highly qualified and talented executive officers. Align interests of executive officers with shareholder interests Link pay to performance Provide competitive target total direct compensation opportunities Fiscal 2023 Executive Compensation Summary A significant portion of our executive officers' target total direct compensation is comprised of short- and long-term variable performance-based, or at risk, compensation to directly link their pay to performance. Short-term variable compensation is in the form of annual cash incentive awards. Long-term variable compensation is in the form of three-year performance share awards and stock options that vest over three years. The breakdown of variable, at-risk, pay compared to fixed pay for our Chairman and CEO for fiscal 2023 is shown below: Chairman and CEO Target Total Direct Compensation Mix What we do Emphasize long-term performance in our equity-based incentive awards Use a mix of performance measures in our incentive plans Establish threshold levels of performance and caps on payouts Maintain a robust clawback policy and provisions What we don't do No guaranteed salary increases No guaranteed bonuses No excessive perquisites No individual executive employment agreements No gross-up payments Our fiscal 2023 financial performance resulted in the following: Annual cash incentives were paid at 29% of target. Three-year performance awards for the fiscal 2021 to fiscal 2023 performance period were paid at 130.7% of target. xi THE TORO COMPANY 8111 Lyndale Avenue South Bloomington, Minnesota 55420-1196 PROXY STATEMENT 2024 ANNUAL MEETING OF SHAREHOLDERS TUESDAY, MARCH 19, 2024 2:00 p.m. Central Daylight Time The Toro Company Board of Directors is using this proxy statement to solicit your proxy for use at The Toro Company

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