TTC · The Toro Company

Summary

The Toro Company held its 2026 Annual Meeting of Stockholders on March 17, 2026, where shareholders approved election of three directors, ratification of KPMG LLP as auditors, advisory approval of executive compensation, the 2026 Equity Plan authorizing 3,650,000 shares plus rollovers, and charter amendments to limit officer liability and change par value to $0.01 per share. The Board approved the 2026 Annual Incentive Plan, and amended charter and bylaws were filed.

Key takeaways

• Shareholders approved The Toro Company 2026 Equity Plan authorizing 3,650,000 shares plus remaining shares from 2022 Plan, effective March 17, 2026, expiring March 17, 2036.
• Charter amendments approved to eliminate or limit officer liability under Delaware law and change par value of all capital stock from $1.00 to $0.01 per share, effective March 17, 2026 via Certificate of Amendment (Exhibit 3.1).
• Directors Dianne C. Craig (79.7M FOR), Eric P. Hansotia (78.1M FOR), and D. Christian Koch (71.9M FOR) elected for terms ending at 2029 annual meeting.
• All proposals passed including Proposal Six (par value change: 87.7M FOR, 1.1M AGAINST) and Proposal Four (Equity Plan: 80.3M FOR, 2.0M AGAINST).
• Board approved 2026 Annual Incentive Plan for cash incentives tied to short-term performance goals, effective March 17, 2026.
• Amended Bylaws (Exhibit 3.3) conform to charter changes and include SEC Rule 14a-19 updates, approved December 2025.