Toll Brothers Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TOL
Homebuilding
Consumer Discretionary
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
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 | |||||||||||||||||
2
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 | ||||||||||||||||||||
3