Form DEFA14A TORO CO
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You invested in THE TORO COMPANY and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the
availability of proxy material for the stockholder meeting to be held on March 17, 2026.
Get informed before you vote
View the Notice & Proxy Statement for the Annual Meeting of Stockholders on March 17, 2026, and our 2025 Annual Report online
OR you can receive a free paper or email copy of the material(s) by requesting prior to March 3, 2026. If you would like to request a
copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or
(3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the
subject line. Unless requested, you will not otherwise receive a paper or email copy.
 | For complete information and to vote, visit www.ProxyVote.com | ||||||||||||||||
| Control # | |||||||||||||||||
Smartphone users Point your camera here and vote without entering a control number |  | Vote Virtually at the Meeting* | |||||||||||||||
| March 17, 2026 | |||||||||||||||||
| 2:00 PM CDT | |||||||||||||||||
 | |||||||||||||||||
| Virtually at: | |||||||||||||||||
| www.virtualshareholdermeeting.com/TTC2026 | |||||||||||||||||
*Please check the meeting materials for any special requirements for meeting attendance.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.
| Voting Items | Board Recommends | ||||
1.Election of Directors Nominees: 01) Dianne C. Craig 02) Eric P. Hansotia 03) D. Christian Koch |  | ||||
2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2026. | | ||||
3. Approval of, on an advisory basis, our executive compensation. | | ||||
| 4. Approval of, on an advisory basis, our executive compensation. | | ||||
| 5. Approval of an amendment to the Company’s Restated Certificate of Incorporation to eliminate or limit the liability of officers as provided under Delaware law. | | ||||
| 6. Approval of an amendment to the Company’s Restated Certificate of Incorporation to change the par value of all capital stock from $1.00 to $0.01 per share. | | ||||
NOTE: In their discretion, the proxies are authorized to vote on any other business properly brought before the annual meeting or any adjournment or postponement of the annual meeting. | |||||
| Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. | ||
V82565-P40243-Z91438
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