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
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(State
of Incorporation)
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(Commission
File Number)
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(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).
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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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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.
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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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