Independent
Tenure on this board
2.4 yrs
3 nominees · 6 ballot items.
Election of three directors; Ratification of KPMG LLP as auditor; Advisory approval of executive compensation (say-on-pay); Approval of The Toro Company 2026 Equity Plan; Approval of amendment to Restated Certificate to eliminate/limit officer liability (exculpation); Approval of amendment to change par value of capital stock from $1.00 to $0.01 per share.
Election of three director nominees (Dianne C. Craig, Eric P. Hansotia, D. Christian Koch) for three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks stockholders to cast a non-binding advisory vote to approve the compensation of named executive officers as disclosed in the CD&A and accompanying tables. Management frames the program as pay-for-performance: significant portion of pay is at risk via annual cash incentives and long-term performance-based equity (performance shares and options). The Compensation & Human Resources Committee oversees pay design, uses Willis Towers Watson data, increased performance weighting in LTI and raised thresholds to align with market practices; say-on-pay received >92% support in 2025. A FOR vote endorses the Committee’s approach and signals support for linking pay to adjusted diluted EPS, revenue growth and other measures; a large FOR result would likely affirm current practices. Because the vote is advisory, the Board retains discretion but expects to consider the vote when setting future compensation policy. Key context: fiscal 2025 corporate payout 81.6% of target, three-year PSAs paid 22.2% of target; structural changes increased performance weighting to 60% PSAs and 40% options for LTI, and raised threshold payouts from 40% to 50%.
Stockholder approval requested to adopt the 2026 Equity Plan authorizing new share reserve (3,650,000 new shares plus carryover), enabling grants of options, SARs, RSUs, performance shares and other awards, with governance features and limits.
Management seeks shareholder approval of a new equity plan to replace the 2022 Plan and provide up to 3,650,000 new shares plus carryover, authorizing options, SARs, RSUs, performance shares and other awards. The Board argues the plan is needed to attract and retain talent and align pay with performance, while preserving capital for operations. The proxy highlights governance features intended to reduce stockholder concerns — a set share limit (no evergreen), a cap on full-value awards (2.5M), anti-repricing provisions requiring shareholder approval, minimum vesting, and limits on non-employee director compensation. The Company presents historical burn rates (three-year average 0.65%) and overhang/dilution metrics (approx. 9.29% overhang) to argue the Plan is not excessively dilutive. Approval allows the Company to grant competitive incentive compensation; failure could force substitution of equity with cash or other instruments, potentially increasing cash costs and weakening alignment with shareholders. The Compensation Committee and Board recommend a FOR vote for these reasons.
Amend Charter to add officer exculpation to eliminate or limit monetary liability of specified officers to the fullest extent permitted by Delaware law (Section 102(b)(7)), excluding breaches of loyalty, bad faith, intentional misconduct, knowing law violations, transactions with improper personal benefit, and derivative claims.
Management requests approval to amend the Company’s certificate of incorporation to add officer exculpation consistent with Delaware’s 102(b)(7) as amended in 2022, which permits limiting monetary liability of certain officers for breaches of duty of care. The Board argues this is a narrow change that complements existing director exculpation, indemnification, and D&O insurance, and will aid recruitment and retention of senior officers. The amendment excludes liability for breaches of duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing law violations, and transactions with improper personal benefit, and does not exempt officers from derivative claims; it applies prospectively. Opposing arguments (noted by investors generally) include concerns about reduced accountability and potential moral hazard, but the Company emphasizes limited scope and alignment with market practice. The Board recommends FOR.
Amend Charter to reduce par value per share of Common and Preferred stock from $1.00 to $0.01 per share, increasing surplus available for dividends/repurchases without changing shares authorized or outstanding.
The Company requests shareholder approval to amend its certificate of incorporation to reduce the par value of all authorized capital stock from $1.00 to $0.01 per share. Management describes par value as largely historical and argues lowering it will increase surplus available under Delaware law — potentially easing future dividends and share repurchases — without affecting outstanding share counts or shareholder rights. The proposal is framed as a technical corporate housekeeping change that aligns the Company with common practice among Delaware corporations. Dissenting views, while not presented by the Company, might note that par value is largely symbolic; supporters say it improves balance sheet flexibility. The Board recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 9.92% | 9,611,786 | $757M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.03% | 5,848,768 | $460M |
| 3 | BlackRock, Inc. | 5.25% | 5,092,753 | $401M |
| 4 | STATE STREET CORP | 4.32% | 4,190,757 | $332M |
| 5 | Allspring Global Investments Holdings, LLC | 4.04% | 3,915,649 | $314M |
| 6 | MAIRS POWER INC | 3.53% | 3,422,823 | $269M |
| 7 | BlackRock, Inc. | 2.91% | 2,824,136 | $222M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.81% | 2,719,792 | $214M |
| 9 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 2.33% | 2,257,703 | $178M |
| 10 | Neuberger Berman Group LLC | 1.92% | 1,862,660 | $147M |
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