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The Toro Company

NOTICE OF 2020

ANNUAL MEETING AND

PROXY STATEMENT

FOR MARCH 17, 2020

NOTICE OF 2018

ANNUAL MEETING AND

PROXY STATEMENT

FOR MARCH 20, 2018

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LETTER TO SHAREHOLDERS			iii
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS				v
PROXY STATEMENTWorldwide Headquarters				1
GENERAL INFORMATION ABOUT THE 2018 ANNUAL MEETING AND VOTING			1
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on Tuesday, March 20, 2018			1
When and Where Will the Annual Meeting Be Held?			1
What Are the Purposes of the Annual Meeting?			1
Are There Any Matters To Be Voted On at the Annual Meeting that Are Not Included in this Proxy Statement?			1
Who Is Entitled to Vote and How Many Shares Must Be Present to Hold the Annual Meeting?			2
How Do I Vote My Shares?			2
How Does the Board Recommend that I Vote and What Vote is Required for Each Proposal?			2
How Will My Shares Be Voted?			3
What Does It Mean If I Receive More Than One Notice or Set of Proxy Materials?			3
How Can I Revoke or Change My Vote?			4
Who Will Count the Votes?			4
How Will Business Be Conducted at the Annual Meeting?			4
How Can I Attend the Annual Meeting?			4
STOCK OWNERSHIP			5
Significant Beneficial Owners			5
Directors and Executive Officers			6
Stock Ownership Guidelines			8
Section 16(a) Beneficial Ownership Reporting Compliance			8
PROPOSAL ONE—ELECTION OF DIRECTORS			9
Number of Directors; Board Structure			9
Nominees for Director			9
Board Recommendation			9
Information About Board Nominees and Continuing Directors			9
CORPORATE GOVERNANCE			16
Corporate Governance Guidelines			16
Board Leadership Structure			16
Director Independence			17
Director Attendance; Executive Sessions			17
Board Committees			17
Board’s Role in Risk Oversight			19
Executive Compensation Process			20
Director Nomination Process			21
Director Compensation			22
Related Person Transactions and Policies and Procedures Regarding Related Person Transactions			25
Board of Directors Business Ethics Policy Statement			26
Code of Conduct and Code of Ethics for our CEO and Senior Financial Personnel			26
Communications with Directors; Complaint Procedures			26

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PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27
Selection of Independent Registered Public Accounting Firm			27
Audit, Audit-Related, Tax and Other Fees			27
Pre-Approval Policies and Procedures			27
Board Recommendation			27
Audit Committee Report			28
PROPOSAL THREE—ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION			29
Board Recommendation			30
EXECUTIVE COMPENSATION			31
Compensation & Human Resources Committee Report			31
Compensation Discussion and Analysis			31
Assessment of Risk Related to Compensation Programs			46
Summary Compensation Table			46
All Other Compensation for Fiscal 2017			47
Grants of Plan-Based Awards for Fiscal 2017			48
Outstanding Equity Awards at FiscalYear-End for 2017			49
Option Exercises and Stock Vested for Fiscal 2017			52
Nonqualified Deferred Compensation for Fiscal 2017			52
Potential Payments Upon Termination or Change In Control			55
EQUITY COMPENSATION PLAN INFORMATION			61
OTHER INFORMATION			62
Shareholder Proposals and Director Nominations for the 2019 Annual Meeting			62
Householding of Annual Meeting Materials			62
Annual Report			62
Cost and Method of Solicitation			63

NOTE ABOUT FORWARD LOOKING STATEMENTS

Certain statements in this proxy statement are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections. Forward-looking statements are based on our current expectations of future events, and are generally identified by words such as “expect,” “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “goal,” “optimistic,” “anticipate,” “continue,” “plan,” “estimate,” “project,” “believe,” “should,” “could,” “will,” “would,” “possible,” “may,” “likely,” “intend,” “can,” “seek,” “potential,” “pro forma,” or the negative thereof and similar expressions or future dates. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied. The most significant factors known to us that could materially adversely affect our business, reputation, operations, industry, financial position, or future financial performance are described in our most recent Annual Report on Form10-K filed with the Securities and Exchange Commission, or SEC, on December 22, 2017, in Part I, Item 1A, “Risk Factors.” You should not place undue reliance on any forward-looking statement, which speaks only as of the date made, and should recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described in our Annual Report on Form10-K, including in Part I, Item 1A, “Risk Factors,” as well as others that we may consider immaterial or do not anticipate at this time. The risks and uncertainties described in our Annual Report on Form10-K are not exclusive and further information concerning our company and our businesses, including factors that potentially could materially affect our operating results or financial condition, may emerge from time to time. We make no commitment to revise or update any forward-looking statements in order to reflect actual results, events or circumstances occurring or existing after the date any forward-looking statement is made or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Annual Reports on Form10-K, Quarterly Reports on Form10-Q, and Current Reports on Form8-K that we file with or furnish to the SEC.

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		The Toro Company 8111 Lyndale Avenue South
Bloomington, MinnesotaMN 55420-1196
Telephone952-888-8801

February 6, 20184, 2020

Dear Fellow Shareholders:

It is my pleasure to invite you to join us for The Toro Company 20182020 Annual Meeting of Shareholders to be held on Tuesday, March 20, 2018,17, 2020, at 1:30 p.m., Central Daylight Time, at our corporate offices. A live, listen-only audio webcastworldwide headquarters in Bloomington, Minnesota.

Fiscal 2019 was an exciting year for The Toro Company. We exceeded the $3 billion revenue milestone for the first time and completed the transformational acquisition of The Charles Machine Works, Inc. We believe we are well positioned for fiscal 2020 with strong business fundamentals, innovative new products and investments in alternative energy sources, smart-connected products and autonomous technologies designed to meet the meeting will be available at www.thetorocompany.com if you are unable to attend in person. needs of our customers.

Details about the annual meeting, nominees for election to the Board of Directors and other matters to be acted on at the annual meeting are presented in the notice and proxy statement that follow. Information regarding admission to the meeting, or listening to a live, audio webcast of the meeting if you are unable to attend in person, can be found on page 4 of the proxy statement.

It is important that your shares be represented at the annual meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting in person. Accordingly, please exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials, or the paper or electronic copy of our proxy materials you received for the meeting.

On behalf of your Toro Board of Directors and Management, thank you for your continued interest in and support for our Company.

Sincerely,

You can help us make a difference by eliminating paper proxy mailings. With your

consent, we will provide all future proxy materials electronically. Instructions for

consenting to electronic delivery can be found on your proxy card or at

www.proxyvote.com. Your consent to receive shareholder materials electronically will

remain in effect until canceled.

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		NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS

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We currently are not aware of any other business to be brought before the annual meeting. Shareholders of record at the close of business on January 22, 2018,21, 2020, the record date, will be entitled to vote at the annual meeting or at any adjournment or postponement of the annual meeting. A shareholder list will be available at our corporate offices beginning March 9, 2018,6, 2020, during our normal business hours for examination by any shareholder registered on our stock ledger as of the record date for any purpose germane to the annual meeting.

Your vote is important. A majority of the outstanding shares of our common stock must be represented either in person or by proxy to constitute a quorum for the conduct of business. Please promptly vote your shares by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet, telephone or mobile device voting as described on your proxy card.

February 6, 20184, 2020

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FORWARD-LOOKING INFORMATION

Statements in this proxy statement not based on historical facts are intended to constitute “forward-looking” statements in connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified in this proxy statement by using words such as "expect," "strive," "looking ahead," "outlook," "guidance," "forecast," "goal," "optimistic," "anticipate," "continue," "plan," "estimate," "project," "believe," "should," "could," "will," "would," "possible," "may," "likely," "intend," "can," "seek," "potential," "pro forma," or the negative thereof and similar expressions or future dates. Although such statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. Accordingly, such statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied. Reference is made to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on December 20, 2019, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the SEC, for a list of such factors.

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Business Overview

The Toro Company (the “Company,” “Toro,” “we,” “us” and “our”), is a leading worldwide provider of innovative solutions for the outdoor environment including turf and landscape maintenance, snow and ice management, underground utility construction, rental and specialty construction, and irrigation and outdoor lighting solutions. The Toro Company’s global presence extends to more than 125 countries through a family of brands that includes Toro, Ditch Witch, Exmark, BOSS Snowplow, American Augers, Subsite Electronics, HammerHead, Trencor, Unique Lighting Systems, Irritrol, Hayter, Pope, Lawn-Boy and Radius HDD. Through constant innovation and caring relationships built on trust and integrity, The Toro Company and its family of brands have built a legacy of excellence by helping customers care for golf courses, sports fields, construction sites, public green spaces, commercial and residential properties and agricultural operations.

Quick Facts About The Toro Company

The Toro Company’s Commitment to Corporate Responsibility

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2020 Annual Meeting of Shareholders

Meeting Agenda Voting Matters and Recommendations

How to Cast Your Vote

Your vote is important! Please vote your shares promptly using one of the methods listed below. See page 2 for additional voting information.

Corporate Governance Highlights

Our Board provides oversight of critical matters such as our strategic plans, financial and other controls, risk management, merger and acquisition related activities, and management succession planning. The Board reviews our major governance documents, policies and processes regularly and thoughtfully determines the structures that are appropriate for our Company at the time.

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Information About our Board of Directors

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Executive Compensation

2019 Executive Compensation Summary

A significant portion of our executive officers’ target total direct compensation is comprised of short- and long-term variable performance-based, or at risk, compensation to directly link their pay to performance. Short-term variable compensation is in the form of annual cash incentive awards. Long-term variable compensation is in the form of stock options that vest over three years and three-year performance share awards. For fiscal 2019:

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THE TORO COMPANY

8111 Lyndale Avenue South

Bloomington, Minnesota 55420-1196

PROXY STATEMENT

20182020 ANNUAL MEETING OF SHAREHOLDERS

TUESDAY, MARCH 20, 201817, 2020

1:30 p.m. Central Daylight Time

The Toro Company Board of Directors is using this proxy statement to solicit your proxy for use at The Toro Company 20182020 Annual Meeting of Shareholders to be held at 1:30 p.m., Central Daylight Time, on Tuesday, March 20, 2018.Shareholders. We intend to send a Notice Regarding the Availability of Proxy Materials for the annual meeting and make proxy materials available to shareholders (or for certain shareholders and for those who request, a paper copy of this proxy statement and the form of proxy) on or about February 6, 2018.4, 2020. Please note that references in this proxy statement to “Toro,” our “Company,” “we,” “us,” “our” and similar terms refer to The Toro Company.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on Tuesday, March 20, 2018.17, 2020.

This proxy statement and our 20172019 Annual Report, which includes our Annual Report on Form10-K for the fiscal year ended October 31, 2017,2019, or fiscal 2019, are available at www.thetorocompany.com/proxy.

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials to some of our shareholders. Shareholders have the ability to access our proxy materials on the website referred to in the Notice Regarding the Availability of Proxy Materials (www.proxyvote.com) or request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or request a printed copy of our proxy materials may be found in the Notice Regarding the Availability of Proxy Materials. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically bye-mail on an ongoing basis.

When and Where Will the Annual Meeting Be Held?

The annual meeting will be held on Tuesday, March 20, 2018,17, 2020, at 1:30 p.m., Central Daylight Time, at our corporate officesworldwide headquarters located at 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196.

What Are the Purposes of the Annual Meeting?

The purposes of the 20182020 Annual Meeting of Shareholders are to vote on the following items described in this proxy statement:

Are There Any Matters To Be Voted On at the Annual Meeting that Are Not Included in this Proxy Statement?

We currently are not aware of any business to be acted upon at the annual meeting other than as described in this proxy statement. If, however, other matters are properly brought before the annual meeting, or any adjournment or postponement of the annual meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares or act on those matters according to their best judgment.

Who Is Entitled to Vote and How Many Shares Must Be Present to Hold the Annual Meeting?

Shareholders of record at the close of business on January 22, 2018,21, 2020, the record date, will be entitled to vote at the annual meeting or any adjournment or postponement of the annual meeting. As of January 22, 2018,21, 2020, there were 107,193,878107,512,084 outstanding shares of our common stock. Each share of our common stock is entitled to one vote on each matter to be voted on at the annual meeting. Shares of our common stock that are held by us in our treasury are not counted as outstanding shares and will not be voted.

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The presence, in person or represented by proxy, at the annual meeting of a majority of the outstanding shares of our common stock as of the record date will constitute a quorum for the transaction of business at the annual meeting. Your shares will be counted toward the quorum if you submit a proxy or vote at the annual meeting. Shares represented by proxies marked “abstain” and “brokernon-votes” also are counted in determining whether a quorum is present.

How Do I Vote My Shares?

If your shares are registered in your name, you may vote your shares in person at the annual meeting or by one of the four following methods:

Vote by Internet				Go to www.proxyvote.com and follow the instructions for Internet voting shown on your Notice Regarding the Availability of Proxy Materials or proxy card.
Vote by Telephone				Call800-690-6903 and follow the instructions for telephone voting shown on your proxy card.
Vote by Mail				Complete, sign, date and mail your proxy card in the envelope provided if you received a paper copy of these proxy materials. If you vote by Internet, telephone or mobile device, please do not mail your proxy card.
Vote by Mobile Device				Scan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card and follow the links.

If you hold shares as a participant in certain Toro employee benefit plans, you may vote your shares by one
of the four methods noted above. If your shares are held in “street name,” you may receive a separate voting instruction form with this proxy statement or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet, telephone or mobile device.

How Does the Board Recommend that I Vote and What Vote is Required for Each Proposal?