Document




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 14, 2017
 
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.)
 
 
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on March 14, 2017. There were 162,464,448 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
Robert I. Toll
 
127,964,374

 
5,621,949

 
144,961

 
14,364,774

Douglas C. Yearley, Jr.
 
128,137,169

 
5,443,591

 
150,524

 
14,364,774

Edward G. Boehne
 
121,959,238

 
11,545,373

 
226,673

 
14,364,774

Richard J. Braemer
 
127,855,113

 
5,712,384

 
163,787

 
14,364,774

Christine N. Garvey
 
128,193,073

 
5,377,569

 
160,642

 
14,364,774

Carl B. Marbach
 
121,314,254

 
12,249,068

 
167,962

 
14,364,774

John A. McLean
 
132,441,534

 
1,128,671

 
161,079

 
14,364,774

Stephen A. Novick
 
127,099,949

 
6,470,818

 
160,517

 
14,364,774

Paul E. Shapiro
 
121,320,205

 
12,250,591

 
160,488

 
14,364,774

Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:
FOR
 
AGAINST
 
ABSTAIN
147,048,373
 
871,195
 
176,490
Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
129,335,647
 
4,151,610
 
244,027
 
14,364,774

Proposal Four – Advisory and Non-Binding Vote on Frequency of Vote Requiring Executive Compensation (Say on Pay Frequency):
ONE YEAR
 
TWO YEARS
 
THREE YEARS
 
ABSTAIN
 
BROKER NON-VOTES
113,325,474
 
503,379
 
19,709,338
 
193,093
 
14,364,774

Based on the results of the vote, and consistent with the recommendation of the Board of Directors, the Board of Directors has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Proposal Five – Approval of Amendment to the Toll Brothers, Inc. Employee Stock Purchase Plan (2017):
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
133,228,828
 
366,872
 
135,584
 
14,364,774





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 15, 2017
 
 
By: 
 
Joseph R. Sicree
 
 
 
 
 
 
Joseph R. Sicree
Senior Vice President,
Chief Accounting Officer