8-K

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)

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:

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:

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

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

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:

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.

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.

3