TTC Toro Co

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

update provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the Delaware General Corporation Law, as amended;

clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of stockholders;

establish additional requirements and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;

update the majority vote standard for proposals other than director elections to a majority of votes cast, which provides that both abstentions and broker non-votes will have no effect on the outcome of such proposals;

address the new universal proxy rules adopted by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than TTC’s nominees in accordance with Rule 14a-19 under the Exchange Act, and to provide reasonable evidence that certain requirements of such rule have been satisfied;

require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;

adopt a federal forum provision requiring all claims under the Securities Act of 1933, as amended, to be brought in federal courts; and

make certain additional technical, conforming, modernizing and clarifying changes.