0001193125-14-110430.txt : 20140321 0001193125-14-110430.hdr.sgml : 20140321 20140321163712 ACCESSION NUMBER: 0001193125-14-110430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140318 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140321 DATE AS OF CHANGE: 20140321 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08649 FILM NUMBER: 14710661 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 8-K 1 d697121d8k.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 18, 2014

 

 

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 2014 Annual Meeting of Shareholders on March 18, 2014. The final results of the shareholder vote on the business brought before the meeting were as follows:

 

    For     Against/
Withheld		     Abstain     Broker
Non-Votes		  

Proposal One—Election of directors to serve for a term of three years ending at the Company’s 2017 Annual Meeting of Shareholders

        

Jeffrey M. Ettinger

     46,755,931        983,532        —          4,916,999   

Katherine J. Harless

     46,715,627        1,023,836        —          4,916,999   

Michael J. Hoffman

     45,908,709        1,830,754        —          4,916,999   

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, 2014

     52,132,909        370,980        152,573        —     

Proposal Three—Advisory approval of executive compensation

     46,268,958        1,095,691        374,814        4,916,999   

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 Janet K. Cooper, Gary L. Ellis and Gregg W. Steinhafel continue to serve as a director for a term ending at the Company’s 2015 Annual Meeting of Shareholders; and (ii) each of Robert C. Buhrmaster, James C. O’Rourke and Christopher A. Twomey continue to serve as a director for a term ending at the Company’s 2016 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)
Date: March 21, 2014     By  

/s/ Timothy P. Dordell

      Timothy P. Dordell
      Vice President, Secretary and General Counsel