Toro Company Shareholders Elect Directors, Approve Executive Pay

Ticker: TTC · Form: 8-K · Filed: 2024-03-22T00:00:00.000Z

Sentiment: neutral

Topics: shareholder-meeting, corporate-governance, auditor-ratification

Related Tickers: TTC

TL;DR

TTC shareholders re-elected the board and approved exec pay, showing confidence in management.

AI Summary

On March 19, 2024, The Toro Company (TTC) filed an 8-K to report on the results of its annual meeting of shareholders. The company announced that all director nominees were elected, and the advisory proposal to approve executive compensation received majority support. Additionally, the ratification of the appointment of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending October 31, 2024, was approved.

Why It Matters

Shareholder votes on director elections and executive compensation are key indicators of investor confidence in the company's leadership and governance.

Risk Assessment

Risk Level: low — This filing is routine and reports on standard shareholder meeting outcomes, indicating no new material risks.

Key Players & Entities

FAQ

What was the outcome of the director elections at The Toro Company's annual meeting?

All director nominees presented at the annual meeting were elected.

Did shareholders approve the advisory proposal on executive compensation?

Yes, the advisory proposal to approve executive compensation received majority support from shareholders.

Was the appointment of the independent registered public accounting firm ratified?

Yes, the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2024, was approved.

What is the fiscal year end for The Toro Company?

The fiscal year end for The Toro Company is October 31.

What is the primary purpose of this Form 8-K filing?

This Form 8-K filing reports on the results of The Toro Company's annual meeting of shareholders, including director elections, executive compensation vote, and ratification of the independent auditor.

Filing Stats: 654 words · 3 min read · ~2 pages · Grade level 11.3 · Accepted 2024-03-22 10:03:03

Key Financial Figures

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Toro Company ("TTC") held its 2024 Annual Meeting of Shareholders on March 19, 2024. The final results for each proposal submitted to a vote of TTC's shareholders at the meeting were as follows: Proposal One—Election of two director nominees, each to serve for a term ending at the 2027 annual meeting of shareholders FOR WITHHELD ABSTAIN BROKER NON-VOTE Gary L. Ellis 79,234,404 9,886,401 — 6,592,679 Jill M. Pemberton 81,643,116 7,477,689 — 6,592,679 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, 2024 FOR AGAINST ABSTAIN BROKER NON-VOTE 92,328,599 3,204,862 180,023 — Proposal Three—Advisory approval of executive compensation FOR AGAINST ABSTAIN BROKER NON-VOTE 81,439,126 6,866,533 815,146 6,592,679 Each of the director nominees in Proposal One was elected by TTC's shareholders to serve for a term ending at the 2027 annual meeting of shareholders by the required vote. Regarding TTC's other directors (i) 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 TTC's 2025 Annual Meeting of Shareholders; and (ii) each of Dianne C. Craig, Eric P. Hansotia and D. Christian Koch continue to serve as a director for a term ending at TTC's 2026 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: March 22, 2024 /s/ Joanna M. Totsky Joanna M. Totsky Vice President, General Counsel and Corporate Secretary

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