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): August 29, 2017
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 1-8649 | 41-0580470 |
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
8111 Lyndale Avenue South Bloomington, Minnesota (Address of principal executive offices) | 55420 (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:
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company o
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. o
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.
Michael J. Hoffman, Chairman of the Board of The Toro Company (“Toro”), has informed the Board of Directors of Toro (the “Board”) that he will retire as Chairman of the Board and as a director, effective November 3, 2017. There are no disagreements between Mr. Hoffman and Toro on any matter relating to Toro’s operations, policies or practices.
Richard M. Olson, Toro’s President and Chief Executive Officer and a member of the Board, has been elected by the Board to serve as Chairman of the Board, effective upon Mr. Hoffman’s retirement on November 3, 2017. Mr. Olson will also continue to serve as Toro’s President and Chief Executive Officer.
Robert C. Buhrmaster will continue to serve as the presiding non-management director of the Board.
In connection with Mr. Hoffman’s retirement, the Board size will be reduced from 11 to 10 directors, effective November 3, 2017.
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 Toro in connection with the announcement of the (i) retirement of Mr. Hoffman as Chairman of the Board and as a director, (ii) election of Mr. Olson as Chairman of the Board, and (iii) corresponding decrease in the size of the Board from 11 to 10 directors, all such events effective as of November 3, 2017.
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 Toro 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.
(d) Exhibits.
Exhibit No. | Description |
99.1 | |
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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 hereunto duly authorized.
THE TORO COMPANY | |
(Registrant) | |
Date: September 5, 2017 | By /s/ Timothy P. Dordell_______ |
Timothy P. Dordell | |
Vice President, Secretary and General Counsel | |
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EXHIBIT INDEX
Exhibit No. | Description | Method of Filing |
99.1 | Press Release dated September 5, 2017 | Furnished herewith |
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Investor Relations
Heather Hille
Director, Investor Relations
(952) 887-8923, heather.hille@toro.com
Media Relations
Branden Happel
Senior Manager, Public Relations
(952) 887-8930, branden.happel@toro.com
For Immediate Release
The Toro Company Announces Michael J. Hoffman’s Retirement from the Board and
the Election of Richard M. Olson as Chairman
BLOOMINGTON, Minn. (September 5, 2017) - The Toro Company (NYSE: TTC) today announced that Michael J. Hoffman, chairman of the board, will retire from the company’s board of directors, effective November 3, 2017. The Company’s president and CEO, Richard M. Olson, has been elected chairman, effective upon Hoffman’s retirement. In connection with Hoffman’s retirement, the board size will be reduced from 11 to 10 directors, effective November 3, 2017.
“My 40-year Toro career has been rewarding beyond imagination, from the richness of the relationships I share with employees, customers and other colleagues, to the totality of all the different career experiences on my Toro journey,” commented Hoffman. “Most recently, it has been an honor to lead this company following Ken Melrose, my mentor, who taught me the true meaning of leadership. I want to thank the board, distributors, customers, and especially our great employees, for their support and friendship. I am confident that Toro’s future will remain bright, under the leadership of Rick Olson. His broad-based experience, intelligence, and passion for our culture, have prepared him well to serve all of our stakeholders. Rick will help ensure that the Company holds true to our mission of delivering superior innovation and superior customer care.”
“I am honored to have been elected chairman and want to thank the board for its support,” said Olson. “It is a humbling experience following in the footsteps of a long line of legendary Toro leaders, who helped forge our strong culture and legacy of excellence. I am deeply grateful to have had the opportunity to work with and learn from Mike Hoffman, who truly epitomizes Toro’s best. His tenure as chairman and CEO will be remembered as one of Toro’s finest eras that saw Mike’s vision, wisdom, and steady hand help drive our company to consistently surpass expectations and deliver record results. Mike will be missed by the countless employees and customers who admire his leadership and consider him a friend. I am excited about partnering with our board and employees to continue to create value for all of our stakeholders.”
Hoffman joined The Toro Company in 1977 and spent several years in service, sales, and marketing roles for the professional and residential businesses. He went on to serve in a number of top executive positions throughout the Company. He was elected president in October 2004 and served as chief executive officer from March 2005 through October 2016. He was first elected chairman of the board in March 2006.
Olson joined Toro in 1986 and served in various positions of increasing responsibility in engineering and operations for several years, before being named general manager of Exmark in 2010. Olson subsequently held a series of executive leadership roles across businesses. Olson was elected president and chief operating officer in September 2015 and to the board of directors in January 2016. In November 2016 he became president and chief executive officer.
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About The Toro Company
The Toro Company (NYSE: TTC) is a leading worldwide provider of innovative solutions for the outdoor environment including turf, snow and ground engaging equipment, and irrigation and outdoor lighting solutions. With sales of $2.4 billion in fiscal 2016, Toro’s global presence extends to more than 90 countries. Through constant innovation and caring relationships built on trust and integrity, Toro and its family of brands have built a legacy of excellence by helping customers care for golf courses, landscapes, sports fields, public green spaces, commercial and residential properties and agricultural fields. More information is available at www.thetorocompany.com.
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