0001127602-13-034074.txt : 20131209 0001127602-13-034074.hdr.sgml : 20131209 20131209162747 ACCESSION NUMBER: 0001127602-13-034074 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131205 FILED AS OF DATE: 20131209 DATE AS OF CHANGE: 20131209 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN WILLIAM E JR CENTRAL INDEX KEY: 0001227664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08649 FILM NUMBER: 131265862 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-12-05 0000737758 TORO CO TTC 0001227664 BROWN WILLIAM E JR 8111 LYNDALE AVENUE SOUTH BLOOMINGTON MN 55420-1196 1 Group VP, Comm. & Irrigation Common Stock 2013-12-05 4 A 0 6133 0 A 105964.813 D Common Stock 2013-12-05 4 F 0 2061 59.31 D 103903.813 D Common Stock 11580.543 I The Toro Company Investment, Savings & ESOP Non-Qualified Stock Option 59.50 2013-12-06 4 A 0 12000 0 A 2023-12-06 Common Stock 12000 12000 D Represents the payout of a Performance Share Award for the Fiscal 2011 to Fiscal 2013 Performance Period under The Toro Company 2010 Equity and Incentive Plan, as amended (the "2010 Plan"), as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 3, 2013, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2013 financial results that were released on December 5, 2013. Performance Share Awards are paid in shares of common stock under the 2010 Plan. Includes 7.638 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 3,054.175 shares of restricted stock and related DRIP shares. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012. Includes 36.377 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report. 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 2013-12-09 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): Exhibit 24 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy P. Dordell, Nancy A. McGrath and Angela D. Snavely, 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/ William E. Brown, Jr. William E. Brown, Jr. Dated: 11/20/2013