Toro Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
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
Date of Report (Date of earliest event reported): March 18, 2025
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (952 ) 888-8801
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
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
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 21, 2025 | /s/ Joanna M. Totsky | ||||
| Joanna M. Totsky | |||||
| Vice President, General Counsel and Corporate Secretary | |||||