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 19~~June 6, 2024

THE TORO COMPANY

(Exact name of registrant as specified in its charter)


Delaware	1-8649	41-0580470
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	TTC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702 Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On June 6, 2024, The Toro Company ~~(“TTC”)~~announced ~~held~~ its ~~2024~~financial ~~Annual Meeting of Shareholders on March 19, 2024. The final~~ results for ~~each~~the ~~proposal~~three ~~submitted~~and tosix amonth ~~vote~~periods ofended ~~TTC’s~~May 3, ~~shareholders at the meeting were as follows:~~2024.

Proposal One—Election of two director nominees, each to serve for a term ending at the 2027 annual meeting of shareholders	FOR	WITHHELD	ABSTAIN	BROKER NON-VOTE
Gary L. Ellis	79,234,404	9,886,401	—	6,592,679
Jill M. Pemberton	81,643,116	7,477,689	—	6,592,679

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of The Toro Company’s press release in connection with the announcement. The information in this Item 2.02, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Proposal Two—Ratification of the selection of KPMG LLP as TTC’s independent registered public accounting firm for TTC’s fiscal year ending October 31, 2024			FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
			92,328,599						3,204,862						180,023						—

Proposal Three—Advisory approval of executive compensation			FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
			81,439,126						6,866,533						815,146						6,592,679

Each of the director nominees in Proposal One was elected by TTC’s shareholders to serve for a term ending at the 2027 annual meeting of shareholders by the required vote. Regarding TTC’s other directors (i) each of Jeffrey L. Harmening, Joyce A. Mullen, Richard M. Olson and James C. O’Rourke continue to serve as a director for a term ending at TTC’s 2025 Annual Meeting of Shareholders; and (ii) each of Dianne C. Craig, Eric P. Hansotia and D. Christian Koch continue to serve as a director for a term ending at TTC’s 2026 Annual Meeting of Shareholders.

Proposal Two was approved by TTC’s shareholders by the required vote.

With respect to Proposal Three, TTC’s shareholders approved, on an advisory basis, the executive compensation of TTC’s named executive officers, as disclosed in TTC’s proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Description
99.1			Press release dated June 6, 2024 (furnished herewith).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 22, 2024			/s/ Joanna M. Totsky
Date: June 6, 2024			/s/ Angela C. Drake
			Joanna M. Totsky
			Angela C. Drake
			Vice President, General Counsel and Corporate Secretary
			Vice President, Chief Financial Officer

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