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 15, 2011

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)		1-8649 (Commission File Number)		41-0580470 (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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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 2011Annual Meeting of Shareholders on March 15, 2011. The final results of the shareholder vote on the business brought before the meeting were as follows:

						Against/						Broker
		For				Withheld				Abstain		Non-Votes
Proposal One—Election of Directors to serve for a term of three years ending at the Company’s 2014 Annual Meeting of Shareholders
Jeffrey M. Ettinger			24,019,423				498,471			—		2,955,678
Katherine J. Harless			23,373,644				1,144,250			—		2,955,678
Inge G. Thulin			24,019,795				498,099			—		2,955,678
Michael J. Hoffman			23,280,151				1,237,743			—		2,955,678
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, 2011			26,711,704				659,903			101,965		—
Proposal Three—Advisory vote on executive compensation			23,097,810				780,889			639,195		2,955,678

																		Broker
		3 Years				2 Years				1 Year				Abstain				Non-Votes
Proposal Four—Advisory vote on the frequency of an executive compensation advisory vote			8,788,849				463,395				14,619,658				645,992				2,955,678

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. On Proposal Four, the Company’s shareholders expressed a preference for an advisory vote on executive compensation each year. In accordance with the result of the advisory vote on Proposal Four, the Board of Directors has determined that the Company will conduct an executive compensation advisory vote on an annual basis.

Regarding the Company’s other directors, (i) Janet K. Cooper, Gary L. Ellis and Gregg W. Steinhafel continue to serve as directors for terms ending at the Company’s 2012 Annual Meeting of Shareholders; and (ii) Robert C. Buhrmaster, Robert H. Nassau and Christopher A. Twomey continue to serve as directors for terms ending at the Company’s 2013 Annual Meeting of Shareholders.

Section 7—Regulation FD

Item 7.01		Regulation FD Disclosure.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the press release issued by the Company on March 15, 2011, announcing the declaration of a regular quarterly dividend and the results of the 2011 Annual Meeting of Shareholders.

Section 9—Financial Statements and Exhibits

Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.				Description
	99.1			Press release dated March 15, 2011 (furnished herewith).

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.

EXHIBIT INDEX

Exhibit
No.				Description		Method of Filing
	99.1			Press release dated March 15, 2011.		Furnished herewith