TORO CO 8-K

What Happened

• The Toro Company (TTC) filed an 8-K reporting results of its March 17, 2026 Annual Meeting and related Board actions. Stockholders approved The Toro Company 2026 Equity Plan (effective immediately, expires March 17, 2036) and amendments to the company’s Restated Certificate of Incorporation to (1) limit/eliminate officer liability under Delaware law and (2) change par value from $1.00 to $0.01 per share. The Board also approved a new 2026 Annual Incentive Plan (effective on Board approval) and forms of award agreements for the 2026 Plan. Three director nominees were elected and KPMG LLP was ratified as auditor.
• Key shareholder vote totals: 2026 Equity Plan — FOR 80,332,434 / AGAINST 2,049,763 / ABSTAIN 174,356 (6,675,599 broker non-votes). Par value amendment — FOR 87,670,832 / AGAINST 1,101,795 / ABSTAIN 459,525. Officer liability amendment — FOR 73,790,602 / AGAINST 8,143,983 / ABSTAIN 621,968 (6,675,599 broker non-votes). Director election totals: Dianne C. Craig (79,691,721 FOR), Eric P. Hansotia (78,075,623 FOR), D. Christian Koch (71,857,635 FOR). KPMG ratified: FOR 86,125,603.

Key Details

• 2026 Equity Plan: initial share authorization equals 3,650,000 new shares plus (a) shares remaining available under the 2022 Plan as of March 17, 2026 and (b) shares from outstanding 2022 Plan awards that are later forfeited or terminated; replaces the 2022 Plan for future awards. Plan administration is by the Compensation & Human Resources Committee.
• Award forms for nonqualified stock options, restricted stock units and performance share awards were approved and filed as exhibits to the 8-K.
• 2026 Annual Incentive Plan: Board-approved cash incentive plan to replace annual awards previously granted under the 2022 Plan; Committee will administer awards for executive officers.
• Corporate governance changes: Restated Certificate and Amended and Restated Bylaws effective March 17, 2026; Description of Securities updated and filed as Exhibit 4.1.

Why It Matters

• For investors, the 2026 Equity Plan creates a defined pool of additional shares available for stock-based compensation (3,650,000 new shares plus certain carryovers), which increases the company’s capacity to grant equity awards to employees and directors. That can affect share count over time if awards are issued and later settled in stock.
• The Annual Incentive Plan formalizes the cash bonus framework that had previously been delivered under the 2022 Plan, clarifying how short-term incentive pay will be awarded and administered.
• The charter amendments change governance and corporate structure details (limiting officer liability under Delaware law and reducing par value), and the board/nominee elections and auditor ratification provide continuity in management and financial oversight.
• Full texts of the 2026 Plan, Annual Incentive Plan and award forms are filed as exhibits to the 8-K for investors who want the exact legal and technical terms.