The Toro Company (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   June 26, 2006

The Toro Company
(Exact name of registrant as specified in its charter)

Delaware 1-8649 41-0580470
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
8111 Lyndale Avenue South, Bloomington, Minnesota   55420
(Address of principal executive offices)
(Zip Code)
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))

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 26, 2006, The Toro Company Board of Directors elected Gary L. Ellis to its Board of Directors, effective June 26, 2006.

The Board has affirmatively determined that Mr. Ellis does not have a material relationship with Toro within the meaning of the NYSE listing standards, that he is independent from management and from Toro’s independent public accounting firm, and that he is not a party to any transaction contemplated by Regulation 404(a) of the Securities and Exchange Commission’s Regulation S-K.

The election of Mr. Ellis to the Board of Directors fills a vacancy in Class I, whose term expires in 2009, and increases the size of the Board to ten members. Mr. Ellis, 49, is Senior Vice President and Chief Financial Officer of Medtronic, Inc. He is expected to be elected to serve on the Audit Committee of the Board.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is filed herewith:

Exhibit No. Description
1 Press Release dated June 28, 2006 of The Toro Company

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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.

    The Toro Company
June 28, 2006   By:   J. Lawrence McIntyre
        Name: J. Lawrence McIntyre
        Title: Vice President, Secretary and General Counsel

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Exhibit Index

Exhibit No.   Description

  press release