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 8, 2022

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186		23-2416878
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)		(IRS Employer<br>Identification No.)
1140 Virginia Drive	Fort Washington	PA	19034
(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

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 8, 2022. There were 119,542,768 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.	96,941,128	2,300,727	303,632	8,115,822
Stephen F. East	96,913,110	2,589,715	42,662	8,115,822
Christine N. Garvey	95,914,008	3,590,052	41,427	8,115,822
Karen H. Grimes	98,443,597	1,061,061	40,829	8,115,822
Derek T. Kan	99,159,098	343,722	42,667	8,115,822
Carl B. Marbach	95,479,647	4,022,686	43,154	8,115,822
John A. McLean	96,191,650	3,311,337	42,500	8,115,822
Wendell E. Pritchett	96,180,069	3,322,910	42,508	8,115,822
Paul E. Shapiro	96,983,131	2,517,512	44,844	8,115,822
Scott D. Stowell	99,158,348	342,625	44,514	8,115,822

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

FOR	AGAINST	ABSTAIN
103,661,381	3,910,316	89,612

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

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
95,575,214	3,886,090	84,183	8,115,822

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 9, 2022	By:	/s/ Michael J. Grubb
			Michael J. Grubb<br>Senior Vice President,<br>Chief Accounting Officer