TOLL BROTHERS INC (Form: 8-K, Received: 09/24/2009 14:37:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: September 24, 2009
(Date of earliest event reported)

TOLL BROTHERS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		001-09186 (Commission File Number)		23-2416878 (I.R.S. Employer Identification No.)

250 Gibraltar Road
Horsham, PA 19044
(Address of principal executive offices and zip code)

(215) 938-8000
(Registrant’s telephone number, including area code)

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2009, the Board of Directors of Toll Brothers, Inc. (the “Company”) increased the size of the Board from eleven to twelve members and, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, elected Christine N. Garvey to fill the resulting vacancy. Ms. Garvey was also appointed to the Board’s Audit Committee.

There is no arrangement or understanding between Ms. Garvey and any other person pursuant to which Ms. Garvey was elected as a director of the Company. The Company is not aware of any transactions involving Ms. Garvey that are reportable under Item 404(a) of Regulation S-K.

Ms. Garvey will receive the same compensation as other non-employee directors of the Company. Upon her election to the Board of Directors, Ms. Garvey was granted a stock option to acquire 10,000 shares of Company common stock, with an exercise price per share equal to the closing price of the Company’s common stock on the New York Stock Exchange on September 24, 2009, the date of the grant. The stock option vests in two equal annual installments, commencing on the first anniversary date of the grant. The other compensation that Ms. Garvey will receive pursuant to the Company’s director compensation program is described under “Director Compensation” on pages 6 through 9 of the Company’s Proxy Statement for its Annual Meeting held on March 11, 2009, filed with the Securities and Exchange Commission on February 6, 2009.

The Company will also enter into an Indemnification Agreement with Ms. Garvey in the same form that the Company has entered into with its other directors and certain of its officers. The Indemnification Agreement supplements and clarifies existing indemnification provisions of the Company’s Certificate of Incorporation and By-laws and, in general, provides for indemnification to the fullest extent permitted by law, subject to the terms and conditions provided in the Indemnification Agreement.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement incorporated by reference herein as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year

On September 24, 2009, the Board of Directors of the Company amended Article II, Sections 2-8(b) and 2-9(b) of the Company’s By-laws to: (a) require any stockholder seeking to propose business or nominate persons for election to the Board at the Company’s annual meeting of stockholders to include in the advance notice required to be delivered to the Company pursuant to the By-laws certain information regarding derivative positions in the Company’s stock held by such stockholder, and (b) require that any nomination of persons for election to the Board pursuant to proxy access rules adopted by the Securities and Exchange Commission must be submitted no later than 120 calendar days before the Anniversary (as defined in the By-laws) or such other date as may be set forth in the final proxy access rules for companies without advance notice bylaws. This summary of the amendments to the Company’s By-laws is qualified in its entirety by reference to the full text of the amendment to the By-laws, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 8.01 Other Matters

On September 24, 2009, the Company issued a press release announcing the election of Ms. Garvey to the Board of Directors, as described under Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information in this Item 8.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits


3.1		Amendment to the By-laws of Toll Brothers, Inc., dated September 24, 2009

10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 17, 2009)

99.1		Press release of Toll Brothers, Inc., dated September 24, 2009

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TOLL BROTHERS, INC. (Registrant)
	By:	/s/ Joseph R. Sicree
		Joseph R. Sicree
		Senior Vice President, Chief Accounting Officer

Date: September 24, 2009

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amendment to By-laws of Toll Brothers, Inc., dated September 24, 2009

10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 17, 2009)

99.1		Press release of Toll Brothers, Inc., dated September 24, 2009

Exhibit 3.1

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

This Amendment to the By-laws of Toll Brothers, Inc., a Delaware corporation (the “Corporation”), is effective as of September 24, 2009. Capitalized terms used but not defined herein shall have the meanings set forth in the By-laws of the Corporation (the “Bylaws”).

The Bylaws are hereby amended as follows:

1.		Section 2-8(b) is here by amended and restated in its entirety as follows:

		“(b) Each such written notice must set forth: (i) the name and address of the stockholder who intends to make the nomination (“Nominating Stockholder”) as they appear of Corporation’s books; (ii) the name and address of the beneficial owner, if different than the Nominating Stockholder, of any of the shares owned of record by the Nominating Stockholder (“Beneficial Holder”); (iii) the number of shares of each class and series of shares of the Corporation which are owned of record and beneficially by the Nominating Stockholder and the number which are owned beneficially by any Beneficial Holder; (iv) a description of all arrangements and understandings between the Nominating Stockholder and any Beneficial Holder and any other person or persons (naming such person or persons) pursuant to which the nomination is being made; (v) the name and address of the person or persons to be nominated; (vi) a representation that the Nominating Stockholder is at the time of giving of the notice, was or will be on the record date for the meeting, and will be on the meeting date a holder of record of shares of the Corporation entitled to vote at such meeting and will appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (vii) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of the Nominating Stockholder, or any affiliates or associates of the Nominating Stockholder, with respect to stock of the Corporation; (viii) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of the Nominating Stockholder, or any affiliates or associates of the Nominating Stockholder, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, the Nominating Stockholder, or any affiliates or associates of the Nominating Stockholder, or to increase or decrease the voting power or pecuniary or economic interest of the Nominating Stockholder, or any affiliates or associates of the Nominating Stockholder, with respect to stock of the Corporation; (ix) such other information regarding each nominee proposed by the Nominating Stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Exchange Act had the nominee been nominated, or intended to be nominated, by the Board of Directors; (x) the written consent of each nominee to serve as a Director of the Corporation if so elected; and (xi) a statement of whether or not either such Nominating Stockholder or Beneficial Holder will

		solicit votes of, or deliver a proxy statement and form of proxy to, holders of at least the percentage of voting power of all the Corporation’s voting shares reasonably believed by such Nominating Stockholder or Beneficial Holder to be sufficient to elect the nominee or nominees proposed to be nominated by such Nominating Stockholder or Beneficial Holder (such statement, a “Nominee Solicitation Statement”).

		Notwithstanding any provision of this Section 2-8 of this Article II to the contrary, a nomination of persons for election to the Board of Directors may be submitted for inclusion in the Corporation’s proxy materials pursuant to the final rules adopted by the Securities and Exchange Commission (the “SEC”) providing for such nominations and inclusion (“final proxy access rules”), and, if such nomination is submitted under the final proxy access rules, such submission (i) in order to be timely, must be delivered to, or be mailed and received by, the Secretary at the principal executive offices of the Corporation no later than 120 calendar days before the Anniversary (or such other date as may be set forth in the final proxy access rules for companies without advance notice bylaws); (ii) in all other respects, must be made pursuant to, and in accordance with, the terms of the final proxy access rules, as in effect at the time of the nomination, or any successor rules or regulations of the SEC then in effect; and (iii) must provide the Corporation with any other information required by this Section 2-8(b) of this Article II for nominations not made under the final proxy access rules except to the extent that requiring such information to be furnished is prohibited by the final proxy access rules. The provisions of this paragraph of this Section 2-8 of this Article II do not provide stockholders of the Corporation with any rights, nor impose upon the Corporation any obligations, other than the rights and obligations set forth in the final proxy access rules.”

2.		Section 2-9(b) is hereby amended and restated in its entirety as follows:

		“(b) For business to be properly brought before an annual meeting by a stockholder pursuant to this section, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation (the “Stockholder Notice”); (ii) such business must be a proper matter for stockholder action under Delaware law; and (iii) the stockholder, or beneficial owner on whose behalf any such proposal is made, must have acted in accordance with the representations set forth in the Proposal Solicitation Statement required by these bylaws. To be timely, each Stockholder Notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation addressed to the attention of the Secretary of the Corporation not less than 45 days or more than 75 days prior to the Anniversary; provided, however, that if the date of the annual meeting is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public disclosure of the meeting date is first made (which shall include disclosure of the meeting date given to a national securities exchange or the National Association of Securities Dealers). Each such Stockholder Notice must set forth (A) the name and address of the stockholder who intends to bring the business before the annual meeting

		(“Proposing Stockholder”) as they appear on the Corporation’s books; (B) the name and address of the beneficial owner, if different than the Proposing Stockholder, of any of the shares owned of record by the Proposing Stockholder (“Beneficial Owner”); (C) the number of shares of each class and series of shares of the Corporation which are owned of record and beneficially by the Proposing Stockholder and the number which are owned beneficially by any Beneficial Owner; (D) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of the Proposing Stockholder, or any affiliates or associates of the Proposing Stockholder, with respect to stock of the Corporation; (E) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of the Proposing Stockholder, or any affiliates or associates of the Proposing Stockholder, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, the Proposing Stockholder, or any affiliates or associates of the Proposing Stockholder, or to increase or decrease the voting power or pecuniary or economic interest of the Proposing Stockholder, or any affiliates or associates of the Proposing Stockholder, with respect to stock of the Corporation.; (F) any interest (other than an interest solely as a stockholder) which the Proposing Stockholder or a Beneficial Owner has in the business being proposed by the Proposing Stockholder; (G) a description of all arrangements and understandings between the Proposing Stockholder and any Beneficial Owner and any other person or persons (naming such person or persons) pursuant to which the proposal in the Stockholder Notice is being made; (H) a description of the business which the Proposing Stockholder seeks to bring before the annual meeting, the reason for doing so and, if a specific action is to be proposed, the text of the resolution or resolutions which the Proposing Stockholder proposes that the Corporation adopt; (I) a representation that the Proposing Stockholder is at the time of giving the Stockholder Notice, was or will be on the record date for the meeting, and will be on the meeting date, a holder of record of shares of the Corporation entitled to vote at such meeting, and will appear in person or by proxy at the annual meeting to bring the business specified in the Stockholder Notice before the meeting; and (J) a statement of whether or not either such Proposing Stockholder or such Beneficial Owner will solicit votes of, or deliver a proxy statement and form of proxy to, holders of at least the percentage of voting power of all the Corporation’s voting shares required under applicable law to carry the proposal (such statement, a “Proposal Solicitation Statement”).”

3.		Except as modified by this Amendment, the Bylaws remain unchanged and, as modified, continue in full force and effect.

Exhibit 99.1



FOR IMMEDIATE RELEASE		CONTACT: Frederick N. Cooper (215) 938-8312
September 24, 2009		fcooper@tollbrothersinc.com Joseph R. Sicree (215) 938-8045
		jsicree@tollbrothersinc.com

Christine Garvey Elected to Toll Brothers’ Board of Directors

Horsham, Pa., September 24, 2009 — Toll Brothers, Inc. (NYSE:TOL) ( www.tollbrothers.com ), the nation’s leading builder of luxury homes, today announced the election of Christine N. Garvey to its Board of Directors. Ms. Garvey combines a long history of senior leadership positions, both in real estate companies and real estate departments of global financial institutions, with a distinguished record of service on the Boards of Directors of some of the largest real estate companies in the U.S.

Ms. Garvey currently serves on the Board of Directors of Maguire Properties Group, Health Care Properties, Union Bank of California and Prologis, and was previously on the Board of Directors of Hilton Hotels, Catellus, Pacific Gulf REIT and Center Trust REIT.

Professionally, Ms. Garvey most recently served as the head of Corporate Real Estate Services at Deutsche Bank AG London, where she managed a staff of more than 1,300 globally and was responsible for 32 million square feet until she retired from that position in 2004. Prior to working at Deutsche Bank, she served at Cisco Systems, Inc., where she oversaw its global facilities expansion. Ms. Garvey also served for 10 years at Bank of America and was responsible for foreclosed real estate with over $4 billion in sales, corporate real estate with 40 million square feet in 50 countries, and worldwide real estate lending with $24 billion in commitments.

Ms. Garvey received a Bachelor of Arts degree (magna cum laude) from Immaculate Heart College and a Juris Doctor degree from Suffolk University Law School in Boston.

Robert I. Toll, chairman and chief executive officer, stated: “We are very pleased and excited to welcome Christine Garvey to the Toll Brothers Board of Directors. She has a wealth of real estate experience, both as a Board member and as a senior executive, which will significantly enhance Toll Brothers’ knowledge in these times of great opportunity. She is a terrific addition to our Board.”

Toll Brothers, Inc. is the nation’s leading builder of luxury homes. The Company began business 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 and second-home home buyers and operates in 21 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Texas, Virginia and West Virginia.

*more*

Toll Brothers builds luxury single-family detached and attached home communities, master planned luxury residential resort-style golf communities and urban low-, mid- and high-rise communities, principally on land it develops and improves. The Company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, home security and landscape subsidiaries. The Company also operates its own lumber distribution, and house component assembly and manufacturing operations.

Toll Brothers, a FORTUNE 1000 Company, is honored to have won the three most coveted awards in the home building industry: America’s Best Builder from the National Association of Home Builders, the National Housing Quality Award, and Builder of the Year. Toll Brothers proudly supports the communities in which it builds; among other philanthropic pursuits, the Company sponsors the Toll Brothers — Metropolitan Opera International Radio Network, bringing opera to neighborhoods throughout the world. For more information, visit tollbrothers.com.

###