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): March 30, 2011

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)		1-8649 (Commission File Number)		41-0580470 (I.R.S. Employer Identification Number)

8111 Lyndale Avenue South Bloomington, Minnesota		55420
(Address of principal executive offices)		(Zip Code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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

     On March 30, 2011, Stephen P. Wolfe, Vice President, Finance and Chief Financial Officer of The Toro Company (the “Company”), informed the Company of his decision to retire, effective as of July 31, 2011, after more than 25 years of service. As such retirement date occurs prior to the Company’s fiscal year ending October 31, 2011, Mr. Wolfe will not on such date be fully vested in certain long-term equity incentive compensation awards that otherwise would vest in the event he remained employed by the Company for the full fiscal year. Therefore, in consideration of Mr. Wolfe’s decision to defer his retirement date to July 31, 2011, as well as in recognition of his past and anticipated continuing contributions to the Company, including assistance with ensuring a smooth transition in financial leadership during the executive search process for the Company’s principal financial officer position, the Compensation & HR Committee of the Board of Directors of the Company (the “Committee”) approved a special cash bonus to Mr. Wolfe in the amount of $250,000, subject to Mr. Wolfe remaining employed by the Company through his retirement date. Separately, in honor and recognition of Mr. Wolfe’s distinguished career with the Company, following his retirement, the Company anticipates making a special contribution to the Toro Foundation in the amount of $250,000.

     The Company has retained Crist | Kolder Associates, an executive search firm, to conduct a national search to identify successor candidates for the Company’s principal financial officer position.

     To further help ensure a smooth transition in connection with Mr. Wolfe’s retirement, the Committee approved (i) the grant of a restricted stock award of 2,000 shares of the Company’s common stock to Blake M. Grams, Vice President, Corporate Controller of the Company, and (ii) the grant of a restricted stock award of 2,000 shares of the Company’s common stock to Thomas J. Larson, Vice President, Treasurer of the Company. Each such award vests and becomes non-forfeitable in full on March 30, 2014, which is the third anniversary of the grant date.

Section 7—Regulation FD

Item 7.01		Regulation FD Disclosure.

     Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the press release issued by the Company on March 30, 2011, announcing Mr. Wolfe’s upcoming retirement and the engagement of an executive search firm.

Section 9—Financial Statements and Exhibits

Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.				Description
	99.1			Press release dated March 30, 2011 (furnished herewith).

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 hereunto duly authorized.

EXHIBIT INDEX

Exhibit
No.				Description		Method of Filing
	99.1			Press release dated March 30, 2011.		Furnished herewith

Exhibit 99.1

Investor Relations
Kurt Svendsen
Director, Investor and Public Relations
(952) 887-8630, invest@toro.com

Media Relations
Branden Happel
Manager, Public Relations
(952) 887-8930, pr@toro.com

For Immediate Release

Steve Wolfe to Retire as CFO of The Toro Company

BLOOMINGTON, Minn. (March 30, 2011) — The Toro Company (NYSE: TTC) today announced that Steve Wolfe, vice president of finance and chief financial officer, plans to retire after 27 years with the company. Wolfe will continue to serve as vice president and CFO until his retirement on July 31, 2011 to ensure a smooth transition in financial leadership.

Wolfe joined the company in 1986 as part of the acquisition of Wheel Horse Products, Inc., where he served as vice president of finance and treasurer. Following the acquisition, he was named president of Toro Credit Company in 1990, and became vice president of finance, treasurer and CFO in 1997.

“On behalf of our Board of Directors and all our employees, I would like to thank Steve for his outstanding service and the significant contributions he made to the company during his tenure,” said Michael J. Hoffman, Toro’s chairman and chief executive officer. “Steve has been instrumental in improving Toro’s financials over the past decade, building a strong finance organization, and helping create a culture of financial discipline across the company. I wish him the best in his retirement. His efforts will benefit Toro well into the future.”

As part of the succession plan, the company has initiated a search for Wolfe’s successor and has secured Crist ¦ Kolder Associates, a distinguished executive search firm out of Chicago, to assist in the process. The company expects to name a successor and transition financial leadership prior to Wolfe’s retirement at the end of July.

“Steve has been looking forward to retiring for some time now, but remained committed to seeing Toro through the recession,” added Hoffman. “Now that the economy and our businesses are headed in the right direction, the timing is right for this change. I will be sorry to see Steve go, but look forward to identifying the best possible candidate to help drive growth and further our strong culture of financial discipline.”

About The Toro Company

The Toro Company (NYSE: TTC) is a leading worldwide provider of turf and landscape maintenance equipment, and precision irrigation systems. With sales of nearly $1.7 billion in fiscal 2010, Toro’s global presence extends to more than 80 countries through its reputation of world-class service, innovation and turf expertise. Since 1914, the company has built a tradition of excellence around a number of strong brands to help customers care for golf courses, sports fields, public green spaces, commercial and residential properties, and agricultural fields. More information is available at www.thetorocompany.com.

###