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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 11, 2025

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter) 

Delaware

001-09186

23-2416878

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1140 Virginia Drive

Fort Washington

PA

19034

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 938-8000

 

(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 (see General Instruction A.2. below):

    ☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01 per share			TOL			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (“Annual Meeting”) held on March 11, 2025, the stockholders of Toll Brothers, Inc. (the “Company”) approved a proposed amendment (the “Amendment”) to Article Five, Part IV of the Company’s Second Restated Certificate of Incorporation, as amended, to provide that a majority, rather than 66-2/3%, of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, may remove any director from office, with or without cause. The Amendment is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the Annual Meeting. This description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Company’s Second Restated Certificate of Incorporation, as Amended (“Certificate of Amendment”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on March 11, 2025.

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on March 11, 2025. There were 99,888,815 shares of common stock eligible to vote at the meeting. The final voting results for each proposal submitted to a vote of the Company's stockholders are as follows:

Proposal One – Election of Directors:

						FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Douglas C. Yearley, Jr.						76,097,010						2,369,313						116,818						9,300,406
Stephen F. East						78,120,808						340,428						121,905						9,300,406
Christine N. Garvey						76,720,414						1,743,254						119,473						9,300,406
Karen H. Grimes						77,589,965						850,195						142,981						9,300,406
Derek T. Kan						78,118,469						344,729						119,943						9,300,406
John A. McLean						77,163,779						1,299,409						119,953						9,300,406
Wendell E. Pritchett						77,612,251						850,250						120,640						9,300,406
Judith A. Reinsdorf						78,114,248						349,597						119,296						9,300,406
Katherine M. Sandstrom						72,331,847						6,131,568						119,726						9,300,406
Paul E. Shapiro						75,668,073						2,797,497						117,571						9,300,406
Scott D. Stowell						77,619,612						842,095						121,434						9,300,406

Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:

FOR						AGAINST						ABSTAIN
85,401,045						2,360,566						121,936

Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
76,416,527						1,991,908						174,706						9,300,406

Proposal Four - Approval of Amendment to the Toll Brothers, Inc. Second Restated Certificate of Incorporation, as Amended

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
78,270,776						261,834						50,531						9,300,406

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Item 9.01    Financial Statements and Exhibits.

(d). Exhibits

Exhibit

No.     Item 

3.1*    Certificate of Amendment to Second Restated Certificate of Incorporation

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed electronically herewith

SIGNATURES

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.

 

TOLL BROTHERS, INC.

Dated:

March 12, 2025

By:

/s/ Michael J. Grubb

Michael J. Grubb Senior Vice President, Chief Accounting Officer

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