-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCpl3NPbGGOMFo3de7kj0al7zpsOkKKhTWcT5IoIUU/gz/2HzkLE0r9GlXI2JdLf EFKbv1B+u1kTLQizrQsbpQ== 0001127602-09-012911.txt : 20090602 0001127602-09-012911.hdr.sgml : 20090602 20090602163810 ACCESSION NUMBER: 0001127602-09-012911 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090602 FILED AS OF DATE: 20090602 DATE AS OF CHANGE: 20090602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TORO CO CENTRAL INDEX KEY: 0000737758 STANDARD INDUSTRIAL CLASSIFICATION: LAWN & GARDEN TRACTORS & HOME LAWN & GARDEN EQUIPMENT [3524] IRS NUMBER: 410580470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 8111 LYNDALE AVE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55420-1196 BUSINESS PHONE: 6128888801 MAIL ADDRESS: STREET 1: 8111 LYNDALE AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55420 FORMER COMPANY: FORMER CONFORMED NAME: TORO CO/DE DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRAZAN MICHAEL D CENTRAL INDEX KEY: 0001209370 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08649 FILM NUMBER: 09868742 MAIL ADDRESS: STREET 1: 8111 LYNDALE AVE SO CITY: BLOOMINGTON STATE: MN ZIP: 55420 4 1 form4.xml PRIMARY DOCUMENT X0303 4 2009-06-02 0000737758 TORO CO TTC 0001209370 DRAZAN MICHAEL D 8111 LYNDALE AVENUE SOUTH BLOOMINGTON MN 55420-1196 1 CIO, VP Contractor Business Common Stock 2009-06-02 4 S 0 2800 32.10 D 29786 D Common Stock 1871.552 I The Toro Company Investment, Savings & ESOP Performance Share Units 12739.771 D Includes the following Shares of Common Stock acquired by the reporting person since the date of his last report: 7.124 Shares of Common Stock acquired on January 12, 2009 and 10.769 Shares of Common Stock acquired on April 13, 2009 under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP; 163.857 Shares of Common Stock acquired on March 5, 2009 through contributions to The Toro Company Investment, Savings & ESOP; and an account adjustment of .098 shares of common stock to The Toro Company Investment, Savings & ESOP on January 12, 2009. Includes the following Performance Share Units acquired by the reporting person since the date of his last report: 53.159 Performance Share Units acquired on January 12, 2009 and 74.085 Performance Share Units acquired on April 13, 2009 under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers. Amy E. Dahl, Attorney-in-Fact 2009-06-02 EX-24 2 doc1.htm POWER OF ATTORNEY 6/2/2009 8:25:15 PM Michael D Drazan POA

EXHIBIT 24

The Toro Company

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of The Toro Company, hereby constitutes and appoints each of Amy E. Dahl, Timothy P. Dordell, Stephen P. Wolfe, Barbara Buisman, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Toro Company (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of The Toro Company unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 9th day of February, 2009
/s/ Michael D Drazan
Michael D Drazan
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