tol-20240312

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 12, 2024

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

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 5.07 Submission of Matters to a Vote of Security Holders.

Toll Brothers, Inc. (the “Company”) held its Annual Meeting of Stockholders on March 12, 2024. There were 104,288,855 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.	78,830,896	3,634,087	47,190	7,296,071
Stephen F. East	81,900,820	558,896	52,457	7,296,071
Christine N. Garvey	80,147,047	2,314,451	50,675	7,296,071
Karen H. Grimes	81,329,029	1,124,742	58,402	7,296,071
Derek T. Kan	81,905,866	553,451	52,856	7,296,071
John A. McLean	80,958,820	1,494,089	59,264	7,296,071
Wendell E. Pritchett	81,201,738	1,249,672	60,763	7,296,071
Judith A. Reinsdorf	82,227,110	236,943	48,120	7,296,071
Katherine M. Sandstrom	76,461,876	5,997,884	52,413	7,296,071
Paul E. Shapiro	70,672,176	11,771,974	68,023	7,296,071
Scott D. Stowell	81,305,437	1,145,095	61,641	7,296,071

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


FOR	AGAINST	ABSTAIN
86,265,525	3,356,388	186,331

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


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
78,710,724	3,653,145	148,304	7,296,071

Item 9.01 Financial Statements and Exhibits.

(d). Exhibits

Exhibit

No. Item

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

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, 2024

By:

/s/ Michael J. Grubb

Michael J. Grubb
Senior Vice President,
Chief Accounting Officer