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): September 20, 2016
 
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:
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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On September 20, 2016 , the Board of Directors (the “Board”) of Toll Brothers, Inc. (the “Company”) approved an amendment to the Company’s By-laws (the “By-laws Amendment”) to change the voting standard for the election of directors from a plurality to a majority voting standard in uncontested elections. Under the new majority voting standard, in uncontested elections a nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Directors will continue to be elected by plurality vote in contested elections. The effective date of the By-laws Amendment is September 20, 2016 . The foregoing summary of the By-laws Amendment is qualified in its entirety by reference to the full text of the By-laws Amendment, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d). Exhibits
The following Exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit
No.
 
Item
 
3.1
 
Amendment to the By-laws of Toll Brothers, Inc., dated September 20, 2016
 
 
 
 


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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:
September 20, 2016
 
 
By: 
 
/s/ Joseph R. Sicree
 
 
 
 
 
 
Joseph R. Sicree
Senior Vice President,
Chief Accounting Officer


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Exhibit 3.1

AMENDMENT TO THE BY-LAWS OF
TOLL BROTHERS, INC.

This Amendment (this “Amendment”) to the By-laws (the “By-laws”) of Toll Brothers, Inc., a Delaware corporation, is effective as of September 20, 2016.
1.
Section 2-6 of the By-laws is hereby amended by deleting the text “affirmatively or negatively. Directors shall be elected by a plurality of the votes cast” and replacing it with the following text:

“. Any election of Directors that is not a contested election shall be determined by a majority of the votes cast. For purposes of this paragraph, a “majority of the votes cast” shall mean that the number of votes cast “for” a nominee or matter must exceed the number of votes cast “against” that nominee or matter (with “abstentions” and “broker non-votes” not counted as a vote cast with respect to that nominee or matter). Any contested election of Directors shall be determined by a plurality of the votes cast. An election shall be deemed contested if the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements set forth in Section 2-8 of these by-laws and such nomination has not been withdrawn by such stockholder on or prior to the 10 th day before the Corporation first mails its notice of meeting for such meeting to the stockholders. Any incumbent Director who fails to receive a majority of the votes cast in an election that is not a contested election shall offer to resign from the Board of Directors promptly after the certification by the Corporation of the election results. A nominating and corporate governance committee established in accordance with Section 3-8(b)(v) of these by-laws shall consider the resignation offer and make a recommendation to the Board of Directors as to whether to either (i) accept the offer of resignation or (ii) reject the offer and seek to address the underlying cause or causes of the “against” votes. The Board of Directors shall take formal action on the nominating and corporate governance committee’s recommendation within 90 days from the date of the certification of the election results and cause the Company to publicly disclose its decision and the rationale behind its decision promptly thereafter. Any Director who offers to resign as a result of a failure to receive the majority vote required for re-election shall not participate in the nominating and corporate governance committee’s or the Board of Director’s deliberations or vote on whether to accept or reject his or her resignation offer”
2.
Except as modified by this Amendment, the By-laws remain unchanged and, as modified, continue in full force and effect.