SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2020
THE TORO COMPANY
(Exact name of Registrant as Specified in Its Charter)
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
8111 Lyndale Avenue South
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $1.00 per share
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5—Corporate Governance and Management
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2020, the Board of Directors of The Toro Company (“TTC”) approved certain compensation changes as part of its measures to mitigate the impact of the global COVID-19 pandemic on TTC’s business. As part of the compensation changes, effective May 1, 2020 and through the end of its fiscal year ending on October 31, 2020, (i) the base salary for Richard M. Olson, Chairman, President and CEO, will be reduced by 30% and (ii) and the base salaries for TTC’s other named executive officers will be reduced by 20%.
Section 7—Regulation FD
Item 7.01Regulation FD Disclosure
Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the press release issued by TTC on April 30, 2020 regarding certain compensation changes TTC’s is taking as part of its measures to mitigate the impact of the global COVID-19 pandemic on TTC’s business, including those measures described in Item 5.02 above.
The information contained in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by TTC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
THE TORO COMPANY
Date: April 30, 2020
/s/ Amy E. Dahl
Amy E. Dahl
Vice President, Human Resources, Distributor Development and General Counsel