AGM 2020

Mar 17, 2020

Good afternoon, and welcome to Toro's 2020 Annual Meeting of Shareholders. My name is Rick Olson, and I am the Chairman and CEO. As you know, the coronavirus is impacting the global community. We are following daily developments closely and as always are prioritizing the health and safety of our Board, employees, shareholders, partners and communities. Given the rapidly evolving circumstances surrounding the coronavirus, it's extremely important that we are taking prudent measures to minimize its spread and impact. In this regard, late last week, we encouraged the investment community and other interested stakeholders to listen to the webcast of our annual meeting rather than attend in person. As such and to limit the annual meeting content to only required actions, today we will conduct with we will continue with the formal portion of the annual meeting, but we will not be reviewing our business or providing an opportunity for questions. Our proactive approach to this annual meeting is taken with an abundance of caution and aligned with many other recent actions intended to limit public gatherings. Thank you for your understanding. I now call the 2020 Annual Shareholders Meeting to order. I would like to introduce Angie Snavely, our Director, Corporate Counsel and Assistant Secretary, who will conduct the formal portion of our meeting. Thank you, Rick. Our first order of business is to establish proof of notice of this meeting. I confirm that we have received an affidavit of distribution establishing that notice of this meeting was duly given to each shareholder entitled to vote. Our next order of business is to confirm that a sufficient number of shares of our common stock are represented today to constitute a quorum for the purposes of transacting business at this meeting. Immediately prior to the meeting, approximately 98,000,000 shares or 92% of our stock was represented today in person or by proxy and we have a quorum. Therefore, this meeting is convened for purposes of transacting such business as may properly come before it. The polls are now open and will remain open as I present the matters to be voted on at today's annual meeting. If you previously voted by proxy, you do not need to vote unless you wish to change your vote. The first proposal before our shareholders is the election of 3 directors, each to serve for a term of 3 years, ending at our 2023 Annual Meeting. The nominees for election are Jeff Ettinger, Kathy Harless and Chris Koch. The second proposal is a ratification of KPMG as our independent registered public accounting firm for fiscal year ending on October 31, 2020. The 3rd and final proposal is the approval of our advisory say on pay vote. I declare the polls for this meeting are now closed. I'm pleased to announce that pending the final tabulation of votes, all of our director nominees have been elected and all of the proposals have been approved. Specifically, each of our director nominees received the affirmative vote of more than 95% of the votes cast. The selection of KPMG as our fiscal 2020 independent registered public accounting firm received affirmative vote of more than 97% of our shares of common stock represented here today in person or by proxy and our advisory Say on Pay vote received the affirmative vote of more than 93% of our shares of common stock represented here today in person or by proxy. Final tabulations of each of these votes will appear in our required Form 8 ks to be filed with the Securities and Exchange Commission. This concludes our 2020 Annual Shareholders Meeting, and I declare the meeting officially adjourned. Thank you, and we wish you all well. Ladies and gentlemen, this concludes the conference call. Thank you for participating. Have a good day.