UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): September 18,
2007
THE
TORO COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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1-8649
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41-0580470
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
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8111
Lyndale Avenue South
Bloomington,
Minnesota
(Address
of principal executive offices)
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55420
(Zip
Code)
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Registrant’s
telephone number, including area
code: (952)
888-8801
Not
Applicable
(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))
Section
5 — Corporate Governance and
Management
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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(d)
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On
September 18, 2007, The Toro Company Board of Directors increased
the size
of the Board from 10 directors to 11 directors and elected Mr.
Inge G.
Thulin to fill the vacancy created by such increase. Mr. Thulin
joins the Class III directors having a term ending at Toro’s Annual
Meeting of Stockholders to be held in March 2008. In connection
with the election of Mr. Thulin to the Board, Toro entered into
an
Indemnification Agreement with Mr. Thulin, a form of which is attached
to
Toro’s Annual Report on Form 10-K for the fiscal year ended October
31,
2006, as Exhibit 10(u).
|
Mr.
Thulin, age 53, is the Executive Vice President, International Operations,
of
3M, Saint Paul, Minnesota (diversified technology), a position he has held
since
2003. Prior to such time, Mr. Thulin served as Area Vice President,
Asia Pacific for 3M from 2003 to 2004 and as Area Vice President, Europe,
Central/East Europe & Middle East from 3M from 2002 to 2003.
Mr.
Thulin has been appointed to the Audit Committee of the Board, the Executive
Committee of the Board, and the newly established Finance Committee of the
Board.
Mr.
Thulin will receive compensation and participate in plans as a non-employee
member of the Board as described in our Proxy Statement for Toro’s Annual
Meeting of Stockholders held on March 13, 2007, under the heading “Board
Compensation,” with the following changes that are applicable to all members of
the Board and take effect with the September 18, 2007 meeting: (i)
the annual cash retainer is increased from $30,000 to $40,000, (ii) per Board
meeting fees are increased from $1,000 to $1,500, (iii) per committee meeting
fees are increased from $1,000 to $1,250, (iv) the Nominating and Governance
Committee Chair annual retainer is increased from $0 to $2,500, (v) the Finance
Committee Chair annual retainer is established at $2,500, and (vi) the Lead
Director retainer is changed from $1,000 per meeting to an annual retainer
of
$7,500. Additionally, committee members are now entitled to a
committee meeting fee for each committee meeting they attend in a single
day. Previously no more than one committee meeting fee was paid for
committee meetings held in a single day.
Item
5.04 Temporary Suspension
of Trading
Under Registrant’s Employee Benefit Plans.
The
Toro
Company has elected to change administrative service providers for The Toro
Company Investment, Savings, and Employee Stock Ownership Plan and The Toro
Company Profit Sharing Plan for Plymouth Union Employees from JP Morgan
Retirement Plan Services to Fidelity Investments; and Hahn Equipment Co.,
a
wholly owned subsidiary of Toro, has elected to change administrative service
providers for The Hahn Equipment Co. Savings Plan for Union Employees from
JP
Morgan Retirement Plan Services to Fidelity Investments. As a result
of these changes, there will be a customary blackout period in which
participants under these plans temporarily will be unable to engage in account
transactions, including transactions involving Toro common stock, par value
$1.00 per share, and related preferred share purchase rights, or associated
derivative securities, held in their individual accounts. During the
blackout period, participants under these plans will not be able to change
investments of their contributions, reallocate investments of existing balances
in their individual accounts or obtain distributions. The blackout
period is expected to begin on October 19, 2007 at 4:00 p.m. Eastern Time,
and
end the week of November 4, 2007. Toro received notice of the
blackout period from the administrator under each of the plans pursuant to
Section 101(i)(2)(E) of the Employment Retirement Income Security Act of
1974 on
September 18, 2007.
Pursuant
to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104(b)(2)(i)(B)
of
the Securities and Exchange Commission’s Regulation BTR, on September 18, 2007,
Toro provided written notice of the blackout period to its directors and
executive officers notifying them that during the blackout period they may
not,
directly or indirectly, purchase, sell or otherwise acquire or transfer any
shares of Toro common stock and related preferred share purchase rights,
or
associated derivative securities, if those securities were acquired in
connection with their service or employment as a director or executive officer
of Toro. A copy of the notice provided to Toro’s directors and
executive officers is attached as Exhibit 99.1 to this Current Report on
Form
8-K, and incorporated herein by reference.
During
the blackout period and for a period of two years after the blackout period
has
ended, interested parties may obtain, without charge, information regarding
the
blackout period, including the actual ending date of the blackout period,
by
contacting Timothy P. Dordell, Vice President, Secretary and General Counsel,
The Toro Company, 8111 Lyndale Avenue South, Bloomington, Minnesota 55420,
(952)
887-8178.
Section
7 — Regulation FD
Item
7.01 Regulation FD
Disclosure
Effective
as of September 18, 2007, in connection with the establishment of a Finance
Committee of the Board and the appointment of Mr. Thulin to the Audit Committee
of the Board, the Executive Committee of the Board, and the Finance Committee
of
the Board, the Board has re-appointed its Board committees as
follows:
Audit
Committee: Janet Cooper (Chair), Ronald Baukol, Robert Buhrmaster,
Winslow Buxton, Gary Ellis, Robert Nassau and Inge Thulin.
Compensation
and Human Resources Committee: Christopher Twomey (Chair), Winslow
Buxton, Katherine Harless, Robert Nassau and Gregg Steinhafel.
Nominating
and Governance Committee: Winslow Buxton (Chair), Ronald Baukol,
Robert Buhrmaster, Katherine Harless, Robert Nassau, Gregg Steinhafel and
Christopher Twomey.
Finance
Committee: Gary Ellis (Chair), Robert Buhrmaster, Janet Cooper,
Michael Hoffman, and Inge Thulin.
Executive
Committee: Michael Hoffman (Chair), Ronald Baukol, Robert Buhrmaster,
Gary Ellis, Gregg Steinhafel, Inge Thulin, and Christopher Twomey.
Also
on
September 18, 2007, the Board declared a regular quarterly cash dividend
of 12
cents per share payable October 17, 2007 to stockholders of record as of
October
3, 2007.
Attached
to this Current Report on Form 8-K as Exhibit 99.2 is a copy of our press
release in connection with the announcement of Mr. Thulin’s election to the
Board and the declaration of the quarterly cash dividend, which is incorporated
herein by reference. The information in this Item 7.01, including the
exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not
be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liabilities of that section, nor shall
it
be deemed incorporated by reference in any filing under the Securities Act
of
1933 or the Securities Exchange Act of 1934, 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
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Notice
to Directors and Executive Officers of The Toro Company Regarding
Blackout
Period Under Employee Benefit Plans and Trading Restrictions dated
September 18, 2007.
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99.2
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Press
release dated September 18, 2007 related to the election of Mr.
Inge G.
Thulin to the Board of Directors and the declaration of the quarterly
cash
dividend (furnished herewith).
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SIGNATURES
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
(Registrant)
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Date: September
18, 2007
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By
/s/ Timothy P. Dordell
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Timothy
P. Dordell
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Vice
President, Secretary
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and
General Counsel
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Notice
to Directors and Executive Officers of The Toro Company Regarding
Blackout
Period Under Employee Benefit Plans and Trading Restrictions dated
September 18, 2007.
|
|
99.2
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Press
release dated September 18, 2007 related to the election of Mr.
Inge G.
Thulin to the Board of Directors and the declaration of the quarterly
cash
dividend (furnished herewith).
|
Exhibit
99.1
NOTICE
OF BLACKOUT PERIOD
TO: Directors
and Executive Officers of The Toro Company
FROM: Timothy
P. Dordell, Vice President, Secretary and General Counsel
DATE: September
18, 2007
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SUBJECT:
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Notice
Regarding Blackout Period under Employee Benefit Plans and Trading
Restrictions
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As
you
may know, The Toro Company will be changing administrative service providers
for
each of The Toro Company Investment, Savings and Employee Stock Ownership Plan,
The Toro Company Profit Sharing Plan for Plymouth Union Employees and The Hahn
Equipment Co. Savings Plan for Union Employees from JP Morgan Retirement Plan
Services to Fidelity Investments. As a result of these changes, there
will be a blackout period in which participants under these plans temporarily
will be unable to engage in any account transactions, including transactions
involving Toro common stock, related preferred share purchase rights, or
associated derivative securities held in their individual
accounts. During the blackout period, participants under these plans
will not be able to change investments of their contributions, reallocate
investments of existing balances in their individual accounts or obtain
distributions. The blackout period is expected to begin at
4:00 p.m., Eastern time, on October 19, 2007, and end during the week of
November 4, 2007.
As
a
director or executive officer of Toro, you are subject to the restrictions
under
Section 306(a) of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange
Commission’s Regulation BTR, which prohibit certain securities transactions
during employee benefit plan blackout periods. This notice is to
inform you of the blackout period. During the blackout period, you
may not, directly or indirectly, purchase, sell or otherwise acquire or transfer
any Toro common stock, related preferred share purchase rights, or associated
derivative securities (including stock options) that you acquired in connection
with your service or employment as a director or executive officer of
Toro. This prohibition is intended to cast a wide net and does not
just apply to Toro common stock and other Toro securities you have acquired
under typical Toro compensation plans. Rather, this prohibition
applies to all Toro common stock and all other Toro securities you have acquired
under any plan or arrangement that has resulted in the acquisition of Toro
common stock or other Toro securities in exchange for the performance of
services for, or employment with, Toro. If you sell or transfer any
Toro common stock or other Toro securities during the blackout period, there
will be a presumption that such Toro common stock or other Toro securities
were
acquired in connection with your service or employment with
Toro. This prohibition applies to any direct or indirect pecuniary
interest you may have in such Toro common stock or other Toro securities, such
as any Toro common stock held by immediate family members living with you,
in
trust, or by controlled partnerships or corporations. This
prohibition also applies to you regardless of whether you participate in any
of
the employee benefit plans named above and is in addition to the other
restrictions under Toro’s policy on restrictions on trading in Toro common stock
or other Toro securities.
There
are
limited exceptions to the prohibition, including purchases or sales under
dividend reinvestment plans, bona fide gift transactions and purchases and
sales
under a qualified Rule 10b5-1 trading plan. The Securities and
Exchange Commission regulations regarding the blackout period restrictions
are
complex. To avoid any inadvertent violations of the blackout period
restrictions, you are required to follow Toro’s pre-clearance procedures in
connection with any proposed transaction in Toro common stock or other Toro
Securities.
If
you
have any questions regarding this notice, the blackout period, including whether
it has ended during the week of November 4, 2007, or your ability to engage
in
any transaction, please contact me by phone at (952) 887-8178 or in writing
to
The Toro Company, Attention: Timothy P. Dordell, Vice President,
Secretary and General Counsel, 8111 Lyndale Avenue South, Bloomington,
Minnesota, 55420.
Exhibit
99.2
Media
Relations
Connie
Kotke
Manager,
Corporate Communications
(952)
887-8984, pr@toro.com
www.thetorocompany.com
For
Immediate Release
THE
TORO COMPANY NAMES INGE G. THULIN TO BOARD OF DIRECTORS
Company
Declares Regular Quarterly Dividend
BLOOMINGTON,
Minn. (September 18, 2007) -- The Toro Company (NYSE: TTC) today announced
that it has elected Inge G. Thulin to its board of directors, effective
September 18, 2007.
Thulin,
53, is executive vice president, international operations, of 3M Company
(NYSE:
MMM), a $22.9 billion diversified technology company that develops and
manufactures innovative products for market segments such as industrial,
transportation, health care and office products. Thulin joined 3M in
1979 and served in various sales and marketing roles at its location in
Stockholm, Sweden. During the next ten years, he led several
businesses and subsidiaries in Sweden, France, Belgium and Russia before
his
first assignment at corporate headquarters in St. Paul, Minn., as vice president
for the skin health division. He subsequently served as area vice
president for Europe, Asia, and the Middle East and was named executive vice
president, international operations in 2003.
"Inge
is
a seasoned executive with strong international experience and a proven
ability to develop successful growth strategies in global organizations,"
said
Michael J. Hoffman, Toro's chairman and CEO. "As Toro’s revenue from non-U.S.
markets continues to rise and we expand our manufacturing, design, and
distribution capabilities around the world, his perspectives will be invaluable
in positioning the company for long-term growth and profitability. I
am pleased to have him join our board."
The
addition of Mr. Thulin brings the Toro board to 11 members.
Thulin
is
a native of Sweden and received a DIHM degree in marketing and strategy from
Gothenburg University’s IHM Business School in Gothenburg,
Sweden. He is currently a member of the Board of Trustees,
United States Council for International Business; a member of the International
Programs Advisory Council at the Carlson School of Management; and director
for
The Council for the United States and Italy.
The
board
also announced today it has declared a regular quarterly cash dividend of
12
cents per share payable October 17, 2007 to stockholders of record October
3,
2007. As of September 17, 2007, the company has 40,201,108
common shares outstanding.
About
The Toro Company
The
Toro
Company (NYSE: TTC) is a leading worldwide provider of outdoor beautification
products, support services and integrated solutions. With sales of $1.8 billion
in 2006, Toro is committed to providing environmentally responsible products
of
customer-valued quality and innovation. Since 1914, the company has built
a
tradition of excellence around a number of strong brands that serve a customer
base that includes golf course superintendents, groundskeepers, sports field
managers, landscape and irrigation contractors, fruit and vegetable growers,
and
homeowners. The Toro Company is headquartered at 8111 Lyndale Avenue in
Bloomington, Minn. Visit the company website at
www.thetorocompany.com.