8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 17, 2010

Toll Brothers, Inc.
(Exact name of registrant as specified in its 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: (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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

At a meeting held on May 17, 2010, the Toll Brothers, Inc. (“Company”) Board of Directors appointed Douglas C. Yearley, Jr., 50, currently Executive Vice President of the Company, to the position of Chief Executive Officer, effective June 16, 2010. Robert I. Toll, the Company’s current Chief Executive Officer and Chairman of the Board, will remain as Executive Chairman of the Board.

In addition, Mr. Yearley was elected to the Company’s Board of Directors, effective June 16, 2010. A copy of the Company’s press release announcing Mr. Yearley’s promotion is attached hereto as Exhibit 99.1.

There is no arrangement or understanding between Mr. Yearley and any other person pursuant to which Mr. Yearley was elected as a director of the Company. Mr. Yearley does not have a family relationship with any of the officers or directors of the Company.

Biographical information and a description of Mr. Yearley’s professional background are provided in (a) the Company’s press release issued on May 17, 2010, which is filed as Exhibit 99.1 hereto and incorporated herein by reference, and (b) Item 4A, “Executive Officers of the Registrant,” of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2009, which is filed as Exhibit 99.2 hereto and incorporated herein by reference. A description of certain transactions with related persons involving Mr. Yearley is provided in the Company’s definitive proxy statement for the 2010 Annual Meeting of Stockholders, filed on February 1, 2010 in the section entitled “Certain Transactions,” which is filed as Exhibit 99.3 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.	Item
99.1	Press Release of Toll Brothers, Inc. issued May 17, 2010
99.2	Item 4A of the Company’s Annual Report on Form 10-K (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2009)
99.3	The section entitled “Certain Transactions” of the Company’s definitive Proxy Statement (incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed on February 1, 2010)

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.

Dated: May 21, 2010

TOLL BROTHERS, INC.

By: Joseph R. Sicree                    
Joseph R. Sicree
Senior Vice President,
Chief Accounting Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT: Frederick N. Cooper (215) 938-8312

May 17, 2010

fcooper@tollbrothersinc.com
Joseph R. Sicree (215) 938-8045
jsicree@tollbrothersinc.com

TOLL BROTHERS’ BOARD OF DIRECTORS ELECTS DOUGLAS YEARLEY CEO

ROBERT TOLL TO REMAIN AS EXECUTIVE CHAIRMAN

Horsham, PA, May 17, 2010 —- Toll Brothers, Inc. (NYSE: TOL) (www.tollbrothers.com), the nation’s leading builder of luxury homes, today announced that its Board of Directors has elected Douglas C. Yearley, Jr., currently the Company’s Executive Vice President and a 20-year Toll Brothers veteran, as its new Chief Executive Officer, effective June 16, 2010. Robert I. Toll, who has been Toll Brothers’ Chairman and Chief Executive Officer since its founding in 1967, will remain active as Executive Chairman of the Board. Mr. Yearley, 50, was also elected to the Toll Brothers Board of Directors, effective June 16, 2010.

Toll Brothers’ Board of Directors issued the following statement: “The Board has had extensive interactions with Doug over many years and we are fortunate to have such an experienced and talented home-grown leader to assume the CEO role. We are confident that Doug’s ongoing partnership with Bob Toll will ensure the continued record of excellence the Company has established over the past 43 years.”

Robert Toll, 69, who co-founded Toll Brothers with his brother Bruce, will maintain an active role in the strategic management of the Company. Mr. Toll stated: “Doug is an outstanding leader. His management skills are extraordinary and the breadth of experience he has gained in his two decades at Toll Brothers has prepared him well for the CEO position. Doug has honed his skills in both weak and strong markets. He has run numerous home building and support divisions, spearheaded the firm’s geographic expansion and entry into the urban high-rise market, and overseen major land and builder acquisitions, distressed asset purchases and numerous other corporate and home building functions. He is well-known to the investment community. With Doug at the helm and with our seasoned team of senior executives, whose average tenure here is well over two decades, the Company’s future is in excellent hands.”

Mr. Yearley stated, “I am pleased that Bob and the Board have shown such confidence in my ability to serve our Company as Chief Executive Officer. As our industry recovers from this unprecedented five-year housing recession, Toll Brothers is well-positioned for the challenges ahead. I am eager to lead our outstanding team as we prepare for the growth opportunities that lie before us.”

Doug Yearley joined Toll Brothers in 1990, initially specializing in land acquisitions from financial institutions and the Resolution Trust Corporation. Since then, in addition to his extensive operational home building experience and his significant role in the substantial growth of the Company, he has also overseen the firm’s marketing and brand development group. Mr. Yearley earned a B.S. from Cornell University in Applied Economics & Business Management in 1982 and a J.D. from Rutgers Law School in 1986.

*more*

Toll Brothers, Inc. is the nation’s leading builder of luxury homes. The Company began business in 1967 and became a public company in 1986. Its common stock is listed on the New York Stock Exchange under the symbol “TOL”. The Company serves move-up, empty-nester, active-adult and second-home home buyers and operates in 20 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Texas and Virginia.

Toll Brothers builds luxury single-family detached and attached home communities, master planned luxury residential resort-style golf communities and urban low-, mid- and high-rise communities, principally on land it develops and improves. The Company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, home security and landscape subsidiaries. The Company also operates its own lumber distribution, and house component assembly and manufacturing operations.

Toll Brothers, a FORTUNE 1000 Company, is honored to have won the three most coveted awards in the homebuilding industry: America’s Best Builder from the National Association of Home Builders, the National Housing Quality Award, and Builder of the Year. Toll Brothers was recently honored to receive the #1 ranking in Fortune Magazine’s 2010 World’s Most Admired Companies Survey among home building companies. Toll Brothers proudly supports the communities in which it builds; among other philanthropic pursuits, the Company sponsors the Toll Brothers — Metropolitan Opera International Radio Network, bringing opera to neighborhoods throughout the world. For more information, visit tollbrothers.com.

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