The Toro Company (TTC) Proxy Filing summary

Executive summary

• Achieved $4.51 billion in net sales for fiscal 2025, with $3.62 billion from the professional segment and $0.86 billion from the residential segment; adjusted EPS was $4.20 per share.

• Paid a $0.38 per share quarterly dividend, a 5.6% increase over the prior year, and announced a $0.39 per share dividend for fiscal 2026.

• Invested $162.3 million in R&D, focusing on alternative power, smart-connected products, and autonomous solutions.

• Released the Fiscal 2024 Sustainability Report, aligning with six UN Sustainable Development Goals and conducting an ESG double materiality assessment.

Voting matters and shareholder proposals

• Election of three directors for three-year terms ending at the 2029 annual meeting.

• Ratification of KPMG LLP as independent auditor for fiscal 2026.

• Advisory approval of executive compensation (say-on-pay).

• Approval of the 2026 Equity Plan.

• Approval of amendments to the certificate of incorporation to limit officer liability and reduce par value of capital stock from $1.00 to $0.01 per share.

Board of directors and corporate governance

• Board consists of nine directors, divided into three staggered classes, with a mix of tenures and diverse backgrounds.

• All committees are composed of independent directors; the Lead Independent Director is Gary L. Ellis.

• Annual board and committee self-evaluations, director resignation policy, and robust onboarding and continuing education programs.

• No poison pill; strong stockholder engagement and anti-hedging/pledging policies.