TTC » Topics » Shareholder Proposals and Director Nominations for 2009 Annual Meeting

This excerpt taken from the TTC DEF 14A filed Jan 31, 2008.

Shareholder Proposals and Director Nominations for 2009 Annual Meeting

        Our 2009 Annual Meeting is expected to be held on March 18, 2009. If you wish to make a proposal to be included in our proxy statement for our 2009 Annual Meeting, our Vice President, Secretary and General Counsel must receive your proposal no later than the close of business on October 3, 2008, unless the date of our 2009 Annual Meeting is delayed by more than 30 calendar days, and your proposal must satisfy the requirements of the proxy rules promulgated by the SEC.

        Under our Bylaws, any other shareholder proposals to be presented at our 2009 Annual Meeting or if you wish to nominate a candidate for election to the Board at our 2009 Annual Meeting, you must give complete and timely written notice to our Vice President, Secretary and General Counsel not later than December 17, 2008 nor earlier than November 2, 2008. If the date of our 2009 Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of our 2008 Annual Meeting, your notice must be delivered not earlier than the 90th day nor later than the 60th day prior to our rescheduled meeting, or the tenth day following the day on which we first make public announcement of our rescheduled meeting. Your notice must contain specific information required by our Bylaws. Copies of our Bylaws are available upon request to our Assistant General Counsel and Assistant Secretary at 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196, by telephone at 888/237-3054, or by email to invest@toro.com, or you may obtain a copy through the SEC's website at www.sec.gov/edgar/searchedgar/webusers.htm (Exhibit 3 to our Current Report on Form 8-K dated November 30, 2005). If your proposal or nomination is not timely and properly made in accordance with the procedures set forth in our Bylaws, it will be defective and may not be brought before our 2009 Annual Meeting. If your proposal or nomination is nonetheless brought before our 2009 Annual Meeting and the Chairman does not exercise the power and duty to declare the proposal or nomination defective, the persons named in the proxy may use their discretionary voting with respect to your proposal or nomination.

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