TORO CO — Declaration of Voting Results & Voting Rights Announcements 2016

Mar 17, 2016

8-K 1 d160324d8k.htm FORM 8-K Form 8-K

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 15, 2016

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-8649	41-0580470
(State of Incorporation)	(Commission File Number)	(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 2016 Annual Meeting of Shareholders on March 15, 2016. The final results of the shareholder vote on the business brought before the meeting were as follows:

Proposal One—Election of directors to serve for a term of three years ending at the Company’s 2019 Annual Meeting of
Shareholders
Robert C. Buhrmaster	44,374,045	1,395,767	—	5,176,183
Richard M. Olson	44,014,305	1,755,507	—	5,176,183
James C. O’Rourke	45,236,805	533,007	—	5,176,183
Christopher A. Twomey	44,393,004	1,376,808	—	5,176,183
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, 2016	50,408,109	453,263	84,623	—
Proposal Three—Advisory approval of executive compensation	44,857,597	657,076	255,139	5,176,183

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.

Regarding the Company’s other directors, (i) each of Jeffrey M. Ettinger, Katherine J. Harless and Michael J. Hoffman continue to serve as a director for a term ending at the Company’s 2017 Annual Meeting of Shareholders; and (ii) each of Janet K. Cooper, Gary L. Ellis and Gregg W. Steinhafel continue to serve as a director for a term ending at the Company’s 2018 Annual Meeting of Shareholders.

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) — /s/ Timothy P. Dordell
Timothy P. Dordell
Vice President, Secretary and General Counsel