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 2024, and announced a $0.39 dividend for 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.

• Continued strategic priorities: accelerating profitable growth, driving productivity, and empowering people.

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.

• Amendment to the Certificate of Incorporation to limit officer liability as permitted by Delaware law.

• Amendment to change par value of all 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 solely of independent directors; the Lead Independent Director is Gary L. Ellis.

• Annual board and committee self-evaluations, director resignation policy, and regular executive sessions of independent directors.

• No poison pill; robust stock ownership guidelines and anti-hedging/pledging policies.

• Ongoing board refreshment, with three new independent directors added in the last five years.