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): May 22, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Bloomington,
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(Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| 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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On May 22, 2023, Jeffrey M. Ettinger, a director of The Toro Company (“TTC”), notified TTC of his resignation as a member of the Board of Directors (the “Board”),
effective as of May 23, 2023. Mr. Ettinger’s resignation was in connection with his acceptance of the position of Interim President of the University of Minnesota and not the result of any disagreement with TTC on any matter relating to TTC’s
operations, policies or practices.
TTC expresses its deep appreciation and very best wishes to Mr. Ettinger. During his 13 years of TTC Board service, Mr. Ettinger contributed greatly to TTC through his
strong business acumen, significant executive leadership attributes and relevant experience of driving growth through innovation and strategic acquisitions. As an experienced public-company director and former executive, his knowledge of public
company requirements and issues, particularly related to corporate governance and executive compensation matters, contributed meaningfully to TTC.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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THE TORO COMPANY
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(Registrant)
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Date: May 23, 2023
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By:
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/s/ Amy E. Dahl
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Amy E. Dahl
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Vice President, International, General Counsel and Corporate Secretary
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