0001127602-11-031584.txt : 20111208 0001127602-11-031584.hdr.sgml : 20111208 20111208165521 ACCESSION NUMBER: 0001127602-11-031584 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111206 FILED AS OF DATE: 20111208 DATE AS OF CHANGE: 20111208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dordell Timothy P CENTRAL INDEX KEY: 0001377065 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08649 FILM NUMBER: 111251313 MAIL ADDRESS: STREET 1: 8111 LYNDALE AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55420 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: 9528888801 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 4 1 form4.xml PRIMARY DOCUMENT X0304 4 2011-12-06 0000737758 TORO CO TTC 0001377065 Dordell Timothy P 8111 LYNDALE AVENUE SOUTH BLOOMINGTON MN 55420-1196 1 VP, Secretary, General Counsel Performance Share Units 2011-12-06 4 A 0 2800 0 A 5521.51 D Common Stock 1834.798 I By Trust Common Stock 208.299 I The Toro Company Investment, Savings & ESOP Non-Qualified Stock Option 56.45 2011-12-07 4 A 0 11200 0 A 2021-12-07 Common Stock 11200 11200 D Represents the payout of a Performance Share Award for the Fiscal 2009 to Fiscal 2011 Performance Period under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors and conditioned upon and subject to confirmation by the registrant's Fiscal 2011 financial results released on December 6, 2011. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan. Includes 36.193 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report. Includes 0.930 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report. Includes the following shares of common stock acquired by the reporting person since the date of his last report: 2.402 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 58.142 shares acquired through issuer annual investment fund contributions to the IS&ESOP. The option vests in three equal annual installments commencing on the first anniversary of the date of grant. /s/ Nancy A. McGrath, Attorney-in-Fact 2011-12-08 EX-24 2 doc1.txt Exhibit 24 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Amy E. Dahl and Nancy A. McGrath, signing singly, true and lawful attorneys-in-fact relative to the filings identified below in connection with the undersigned's derivative and non-derivative securities of The Toro Company (the ?Company?) to: (1) Prepare and execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?); (2) Prepare and execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer of the Company, any Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the ?Securities Act?); (3) 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 Forms 3, 4, 5 and 144 and the timely filing of such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) 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 Limited 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 all 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 such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or any substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited 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 the Securities Act and Exchange Act, including Section 16 of the Exchange Act and Rule 144 under the Securities Act. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed effective as of the date indicated below, and said Power of Attorney shall remain in effect until revoked by the undersigned in writing, or at such time as the undersigned is no longer an officer of the Company, whichever first occurs. Signed: /s/ Timothy P. Dordell Timothy P. Dordell Dated: 03/28/2011