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TOL Toll Brothers

Filed: 10 Mar 21, 4:33pm

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 9, 2021
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 DriveFort WashingtonPA19034
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareTOLThe New York Stock Exchange
Guarantee of Toll Brothers Finance Corp.
5.625% Senior Notes due 2024
TOL/24The 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 9, 2021. There were 122,821,063 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:
FORAGAINSTABSTAINBROKER NON-VOTES
Robert I. Toll100,868,552 733,717 43,674 9,620,195 
Douglas C. Yearley, Jr.99,421,320 2,112,193 112,430 9,620,195 
Richard J. Braemer99,373,539 2,224,634 47,770 9,620,195 
Stephen F. East101,237,421 361,089 47,433 9,620,195 
Christine N. Garvey100,990,977 610,259 44,707 9,620,195 
Karen H. Grimes100,839,755 760,108 46,080 9,620,195 
Carl B. Marbach95,781,004 5,815,909 49,030 9,620,195 
John A. McLean99,021,118 2,576,463 48,362 9,620,195 
Wendell E. Pritchett100,056,075 1,540,896 48,972 9,620,195 
Paul E. Shapiro96,213,658 5,384,172 48,113 9,620,195 
Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:
FORAGAINSTABSTAIN
109,522,6881,684,29659,154
Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):
FORAGAINSTABSTAINBROKER NON-VOTES
99,504,3402,022,416119,1879,620,195

Item 8.01    Other Events
On March 9, 2021, the Board of Directors appointed Paul E. Shapiro as Lead Independent Director and Chair of its Nominating and Corporate Governance Committee, and appointed Christine N. Garvey as Chair of its Audit and Risk Committee. In addition, the Board of Directors approved changes to certain committee assignments such that the Board’s standing committees are now composed of the following Board members:
Audit and Risk Committee:Christine N. Garvey, ChairRichard Braemer
Stephen F. EastKaren H. Grimes
Carl B. MarbachPaul E. Shapiro
Executive Compensation Committee:Carl B. Marbach, ChairStephen F. East
Christine N. GarveyJohn A. McLean
Wendell E. Pritchett
Nominating and Corporate Governance Committee:Paul E. Shapiro, ChairKaren H. Grimes
John A. McLeanWendell Pritchett
Public Debt and Equity Committee:Richard Braemer, ChairCristine N. Garvey
Carl B. Marbach
In addition, on March 9, 2021, the Company announced that its Board of Directors approved an increase in its quarterly cash dividend from $0.11 per share to $0.17 per share. The dividend will be paid on April 23, 2021 to shareholders of record on the close of business on April 9, 2021.
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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 10, 2021 By: /s/ Michael J. Grubb
  Michael J. Grubb
Senior Vice President,
Chief Accounting Officer

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