Toro Co

1. 1

   Election of directors

   ManagementBoard: FOR

   Election of three director nominees (Dianne C. Craig, Eric P. Hansotia, D. Christian Koch) for three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as independent registered public accounting firm for fiscal 2026.

3. 3

   Advisory approval of executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   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%.

4. 4

   Approval of The Toro Company 2026 Equity Plan

   ManagementBoard: FOR

   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.

   More detail

   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.

5. 5

   Approval of amendment to Restated Certificate of Incorporation to eliminate or limit liability of officers (Exculpation Charter Amendment

   ManagementBoard: FOR

   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.

   More detail

   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.

6. 6

   Approval of amendment to Restated Certificate of Incorporation to change par value of all capital stock from $1.00 to $0.01 per share (Par Value Amendment

   ManagementBoard: 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.

   More detail

   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.

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When is the Toro Co 2026 annual meeting?

Toro Co (TTC) holds its 2026 annual shareholder meeting on Tuesday, March 17, 2026.

What is the record date for the Toro Co 2026 meeting?

The record date for the Toro Co 2026 meeting is Tuesday, January 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Toro Co's 2026 meeting?

The board is presenting 3 director nominees at the Toro Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Toro Co 2026 meeting?

Shareholders will vote on 6 proposals at the Toro Co 2026 meeting, each tagged with who proposed it and the board's recommendation.