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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 10, 2020
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.)
 
 
 
 
250 Gibraltar Road
 
Horsham
PA
 
19044
(Address of Principal Executive Offices)
 
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (215938-8000
 
(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
Guarantee of Toll Brothers Finance Corp.
5.625% Senior Notes due 2024
TOL/24
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 5.07    Submission of Matters to a Vote of Security Holders.
Toll Brothers, Inc. (the “Company”) held its Annual Meeting of Stockholders on March 10, 2020. There were 131,207,318 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
Robert I. Toll
 
111,113,693

 
3,208,347

 
51,620

 
7,368,105

Douglas C. Yearley, Jr.
 
108,693,975

 
5,579,520

 
100,165

 
7,368,105

Edward G. Boehne
 
103,603,174

 
10,714,072

 
56,414

 
7,368,105

Richard J. Braemer
 
111,038,631

 
3,277,155

 
57,874

 
7,368,105

Stephen F. East
 
113,565,452

 
751,090

 
57,118

 
7,368,105

Christine N. Garvey
 
112,529,987

 
1,793,086

 
50,587

 
7,368,105

Karen H. Grimes
 
112,672,890

 
1,646,091

 
54,679

 
7,368,105

Carl B. Marbach
 
106,179,234

 
8,137,885

 
56,541

 
7,368,105

John A. McLean
 
112,586,110

 
1,727,459

 
60,091

 
7,368,105

Stephen A. Novick
 
106,601,014

 
7,716,688

 
55,958

 
7,368,105

Wendell E. Pritchett
 
112,500,308

 
1,816,496

 
56,856

 
7,368,105

Paul E. Shapiro
 
106,576,913

 
7,742,276

 
54,471

 
7,368,105

Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:
FOR
 
AGAINST
 
ABSTAIN
117,812,099
 
3,827,153
 
102,513
Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
110,254,723
 
3,946,052
 
172,885
 
7,368,105
Item 7.01    Regulation FD Disclosure.
On March 10, 2020, the Company issued a press release announcing that its Board of Directors approved a quarterly cash dividend to shareholders. The dividend of $0.11 per share will be paid on April 24, 2020 to shareholders of record on the close of business on April 9, 2020. The Company also announced that its Board of Directors approved a new 20 million share repurchase authorization to replace its existing 20 million share repurchase authorization.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.This information, including Exhibit 99.1, will not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01    Other Events.
On March 10, 2020, the Company issued a press release announcing the election of Stephen F. East to the Company's Board of Directors. A copy of the press release is attached as Exhibit 99.2 for reference.
Item 9.01    Financial Statements and Exhibits.
(d). Exhibits
Exhibit
No.
Item 

99.1
99.2

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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 11, 2020
 
 
By: 
 
/s/ Michael J. Grubb
 
 
 
 
 
 
Michael J. Grubb
Senior Vice President,
Chief Accounting Officer


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