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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. ☐
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 |
Item 9.01 Financial Statements and Exhibits.
(d). Exhibits
Exhibit
No. Item
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 |
CERTIFICATE OF AMENDMENT
TO
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
TOLL BROTHERS, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
TOLL BROTHERS, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Company”), DOES HEREBY CERTIFY THAT:
FIRST: At a meeting of the Board of Directors of the Company held on December 11, 2024, the Board of Directors of the Company adopted resolutions that declared advisable and recommended to the stockholders of the Company the following amendment to Article Five, Part IV of the Company’s Second Restated Certificate of Incorporation, as amended, and directed that such amendment be submitted to the Company’s stockholders for their approval at the Annual Meeting of Stockholders on March 11, 2025:
Article Five, Part IV of the Company’s Second Restated Certificate of Incorporation, as amended, is amended to read in its entirety as follows:
PART IV – REMOVAL OF DIRECTORS
Any Director may be removed from office, with or without cause, only by the affirmative vote of the holders of a majority 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.
SECOND: At the Annual Meeting of Stockholders on March 11, 2025, held pursuant to the notice required by Section 222 of the Delaware General Corporation Law, not less than 66-2/3% of the outstanding shares of stock of the Company entitled to vote thereon approved the foregoing amendment to Article Five, Part IV of the Company’s Second Restated Certificate of Incorporation, as amended.
THIRD: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused this certificate to be signed, under penalty of perjury, by Douglas C. Yearley, Jr., its Chief Executive Officer, and attested by Kevin J. Coen, its Secretary, on March 11, 2025, and does confirm that this Certificate of Amendment is the act of the Company and that the statements made herein are true.
TOLL BROTHERS, INC.
By: /s/ Douglas C. Yearley, Jr.
Douglas C. Yearley, Jr.
Chief Executive Officer
ATTEST: By: /s/ Kevin J. Coen
Kevin J. Coen
Secretary
