8-K - TOL - Equibles

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 10, 2020

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186		23-2416878
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)		(IRS Employer<br><br>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 (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
Guarantee of Toll Brothers Finance Corp. <br> 5.625% Senior Notes due 2024	TOL/24	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 10, 2020. There were 131,207,318 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
Robert I. Toll	111,113,693	3,208,347	51,620	7,368,105
Douglas C. Yearley, Jr.	108,693,975	5,579,520	100,165	7,368,105
Edward G. Boehne	103,603,174	10,714,072	56,414	7,368,105
Richard J. Braemer	111,038,631	3,277,155	57,874	7,368,105
Stephen F. East	113,565,452	751,090	57,118	7,368,105
Christine N. Garvey	112,529,987	1,793,086	50,587	7,368,105
Karen H. Grimes	112,672,890	1,646,091	54,679	7,368,105
Carl B. Marbach	106,179,234	8,137,885	56,541	7,368,105
John A. McLean	112,586,110	1,727,459	60,091	7,368,105
Stephen A. Novick	106,601,014	7,716,688	55,958	7,368,105
Wendell E. Pritchett	112,500,308	1,816,496	56,856	7,368,105
Paul E. Shapiro	106,576,913	7,742,276	54,471	7,368,105

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

FOR	AGAINST	ABSTAIN
117,812,099	3,827,153	102,513

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

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
110,254,723	3,946,052	172,885	7,368,105

Item 7.01 Regulation FD Disclosure.

On March 10, 2020, the Company issued a press release announcing that its Board of Directors approved a quarterly cash dividend to shareholders. The dividend of $0.11 per share will be paid on April 24, 2020 to shareholders of record on the close of business on April 9, 2020. The Company also announced that its Board of Directors approved a new 20 million share repurchase authorization to replace its existing 20 million share repurchase authorization.

A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.This information, including Exhibit 99.1, will not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On March 10, 2020, the Company issued a press release announcing the election of Stephen F. East to the Company's Board of Directors. A copy of the press release is attached as Exhibit 99.2 for reference.

Item 9.01 Financial Statements and Exhibits.

(d). Exhibits

Exhibit

No.	Item
99.1	Toll Brothers, Inc.’s press release announcing cash dividend and reauthorization of share repurchase program.
---	---
99.2	Toll Brothers, Inc.’s press release announcing the election of Stephen F. East to the Company’s Board of Directors.
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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 11, 2020	By:	/s/ Michael J. Grubb
			Michael J. Grubb<br><br>Senior Vice President,<br><br>Chief Accounting Officer

		Exhibit

EXHIBIT 99.1

FOR IMMEDIATE RELEASE	CONTACT: Frederick N. Cooper (215) 938-8312
March 10, 2020	fcooper@tollbrothers.com

Toll Brothers Announces Cash Dividend

Reauthorizes Share Repurchase Program

HORSHAM, PA, March 10, 2020 -- Toll Brothers, Inc. (NYSE:TOL) (www.Tollbrothers.com), the nation's leading builder of luxury homes, today announced that its Board of Directors has approved a quarterly cash dividend to shareholders. The dividend of $0.11 per share will be paid on April 24, 2020 to shareholders of record on the close of business on April 9, 2020.

Toll Brothers also announced today that its Board of Directors has approved a new 20 million share repurchase authorization to replace its existing 20 million share repurchase authorization. From December 11, 2019 through March 10, 2020, the Company repurchased approximately 15.9 million shares for an aggregate purchase price of approximately $633.5 million under the existing authorization. The reauthorization of the share repurchase program is intended to provide the Company additional flexibility to continue to return cash to its shareholders over time, consistent with a disciplined capital allocation strategy and the Company’s commitment to improving return on equity for its shareholders. Repurchases may be made in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions. The Board of Directors did not fix any expiration date for this repurchase program.

Toll Brothers, Inc., A FORTUNE 500 Company, is the nation's leading builder of luxury homes. The Company began business over fifty years ago 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, affordable luxury and second-home buyers, as well as urban and suburban renters. It operates in 24 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Washington, as well as in the District of Columbia.

Toll Brothers builds an array of luxury residential single-family detached, attached home, master planned resort-style golf, and urban low-, mid-, and high-rise communities, principally on land it develops and improves. The Company acquires and develops rental apartment and commercial properties through Toll Brothers Apartment Living, Toll Brothers Campus Living, and the affiliated Toll Brothers Realty Trust, and develops urban low-, mid-, and high-rise for-sale condominiums through Toll Brothers City Living. The Company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, and landscape subsidiaries. Toll Brothers also operates its own security company, TBI Smart Home Solutions, which also provides homeowners with home automation and a full range of technology solutions. The Company also operates its own lumber distribution, house component assembly, and manufacturing operations. Through its Gibraltar Real Estate Capital joint venture, the Company provides builders and developers with land banking, non-recourse debt and equity capital.

In 2020, Toll Brothers was named World’s Most Admired Home Building Company in Fortune magazine’s survey of the World’s Most Admired Companies®, the sixth year in a row it has been so honored. Toll Brothers has won numerous other awards, including Builder of the Year from both Professional Builder magazine and Builder magazine, the first two-time recipient from Builder magazine. The Company sponsors the Toll Brothers Metropolitan Opera International Radio Network, bringing opera to neighborhoods throughout the world. For more information visit www.TollBrothers.com.

Toll Brothers discloses information about its business and financial performance and other matters, and provides links to its securities filings, notices of investor events, and earnings and other news releases, on the Investor Relations section of its website (investors.Tollbrothers.com).

Forward-Looking Statements

This release contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information related to market conditions; demand for our homes; anticipated operating results; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; inventory write-downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; the ability to acquire land and pursue real estate opportunities; the ability to gain approvals and open new communities; the ability to sell homes and properties; the ability to deliver homes from backlog; the ability to secure materials and subcontractors; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; and legal proceedings, investigations and claims.

Any or all of the forward-looking statements included in our reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in our reports or public statements made by us, such as market conditions, government regulation, and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

The factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include, among others: demand fluctuations in the housing industry; adverse changes in economic conditions in markets where we conduct our operations and where prospective purchasers of our homes live; increases in cancellations of existing agreements of sale; the competitive environment in which we operate; changes in interest rates or our credit ratings; the availability of capital; uncertainties in the capital and securities markets; the ability of customers to obtain financing for the purchase of homes; the availability and cost of land for future growth; the ability of the participants in various joint ventures to honor their commitments; effects of governmental legislation and regulation; effects of increased taxes or governmental fees; weather conditions; the availability and cost of labor and building and construction materials; the cost of raw materials; the outcome of various product liability claims, litigation and warranty claims; the effect of the loss of key management personnel; changes in tax laws and their interpretation; construction delays; and the seasonal nature of our business. For a more detailed discussion of these factors, see the risk factors in the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent periodic reports filed on Forms 10-K and 10-Q with the SEC.

From time to time, forward-looking statements also are included in our periodic reports on Forms 10-K, 10-Q and 8-K, in press releases, in presentations, on our website and in other materials released to the public.

This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

		Exhibit

EXHIBIT 99.2

FOR IMMEDIATE RELEASE	CONTACT: Frederick N. Cooper (215) 938-8312
March 10, 2020	fcooper@tollbrothers.com

Stephen F. East Elected to Toll Brothers’ Board of Directors

HORSHAM, PA, March 10, 2020 -- Toll Brothers, Inc. (NYSE: TOL) (www.TollBrothers.com), the nation’s leading builder of luxury homes, today announced the election of Stephen F. East to its Board of Directors.

Before retiring in July 2019, Mr. East served as Managing Director and Senior Consumer Analyst at Wells Fargo & Company, heading the equity research team that covered the homebuilding and building products sectors. Prior to joining Wells Fargo, he spent four years with Evercore ISI, an independent research firm, as a Partner and Senior Managing Director heading the firm's housing research efforts, and, prior to that, spent nearly two decades in equity research and investment management at various firms. Mr. East earned an MBA from the University of Missouri and a BS in Finance from Arkansas State University. He holds the Chartered Financial Analyst designation.

Douglas C. Yearley, Toll Brothers’ chairman and chief executive officer, stated: “We are very excited to welcome Stephen to the Toll Brothers Board of Directors. He brings a tremendous reputation as a well-regarded industry expert, and we believe his extensive knowledge of the homebuilding industry, along with his strong analytical abilities and strategic insights, will contribute great value to the Toll Brothers Board.”