Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - TORO CO | c63544exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2011
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
| Delaware (State of Incorporation) |
1-8649 (Commission File Number) |
41-0580470 (I.R.S. Employer Identification Number) |
| 8111 Lyndale Avenue South Bloomington, Minnesota |
55420 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 888-8801
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5—Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Toro Company (the “Company”) held its 2011Annual Meeting of Shareholders on March 15, 2011.
The final results of the shareholder vote on the business brought before the meeting were as
follows:
| Against/ | Broker | |||||||||||
| For | Withheld | Abstain | Non-Votes | |||||||||
Proposal One—Election
of Directors to serve
for a term of three
years ending at the
Company’s 2014 Annual
Meeting of Shareholders |
||||||||||||
Jeffrey M. Ettinger |
24,019,423 | 498,471 | — | 2,955,678 | ||||||||
Katherine J. Harless |
23,373,644 | 1,144,250 | — | 2,955,678 | ||||||||
Inge G. Thulin |
24,019,795 | 498,099 | — | 2,955,678 | ||||||||
Michael J. Hoffman |
23,280,151 | 1,237,743 | — | 2,955,678 | ||||||||
Proposal
Two—Ratification of the
selection of KPMG LLP as
the Company’s
independent registered
public accounting firm
for the Company’s fiscal
year ending October 31,
2011 |
26,711,704 | 659,903 | 101,965 | — | ||||||||
Proposal Three—Advisory
vote on executive
compensation |
23,097,810 | 780,889 | 639,195 | 2,955,678 | ||||||||
| Broker | ||||||||||||||||||||
| 3 Years | 2 Years | 1 Year | Abstain | Non-Votes | ||||||||||||||||
Proposal
Four—Advisory vote
on the frequency of
an executive
compensation
advisory vote
|
8,788,849 | 463,395 | 14,619,658 | 645,992 | 2,955,678 | |||||||||||||||
Each of the directors in Proposal One was elected by the Company’s shareholders by the
required vote and each of Proposals Two and Three was approved by the Company’s shareholders by the
required vote. On Proposal Four, the Company’s shareholders expressed a preference for an advisory
vote on executive compensation each year. In accordance with the result of the advisory vote on
Proposal Four, the Board of Directors has determined that the Company will conduct an executive
compensation advisory vote on an annual basis.
Regarding the Company’s other directors, (i) Janet K. Cooper, Gary L. Ellis and Gregg W. Steinhafel
continue to serve as directors for terms ending at the Company’s 2012 Annual Meeting of
Shareholders; and (ii) Robert C. Buhrmaster, Robert H. Nassau and Christopher A. Twomey continue to
serve as directors for terms ending at the Company’s 2013 Annual Meeting of Shareholders.
Section 7—Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the press release issued
by the Company on March 15, 2011, announcing the declaration of a regular quarterly dividend and
the results of the 2011 Annual Meeting of Shareholders.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||||
| No. | Description | |||
| 99.1 | Press release dated March 15, 2011 (furnished herewith). |
|||
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 16, 2011 | By /s/ Timothy P. Dordell | |||
| Timothy P. Dordell | ||||
| Vice President, Secretary and General Counsel | ||||
EXHIBIT INDEX
| Exhibit | ||||||
| No. | Description | Method of Filing | ||||
| 99.1 | Press release dated March 15, 2011.
|
Furnished herewith | ||||