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 (Date of earliest event reported): March 16, 2011

Toll Brothers, Inc.
(Exact name of registrant as specified in its 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))

 
 

 

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Item 5.03 Amendment to Articles of Incorporation or Bylaws
As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (“Annual Meeting”) of Toll Brothers, Inc. (the “Company”) held on March 16, 2011, the stockholders of the Company approved a proposed amendment (the “Amendment”) to Article Five, Part III of the Company’s Second Restated Certificate of Incorporation, as amended, to provide for the annual election of all directors. The Amendment is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Company’s Second Restated Certificate of Incorporation, as Amended (“Certificate of Amendment”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on March 17, 2011.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on March 16, 2011 during which the Company’s stockholders took the following actions:
Elected three directors to serve for a three-year term expiring in 2014:
             
    FOR   Withheld   Broker Non-Votes
Robert I. Toll
  118,768,339   9,406,682   17,340,364
Bruce E. Toll
  125,255,239   2,919,782   17,340,364
Christine N. Garvey
  127,272,198   902,823   17,340,364
Ratified the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year:
             
FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
143,290,991   1,527,124   90,642   606,628
Approved the proposed amendment to the Company’s Second Restated Certificate of Incorporation, as amended, to provide for the annual election of all directors:
             
FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
143,724,244   223,088   961,425   606,628
Approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers:
             
FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
125,909,507   1,269,451   984,746   17,351,681
Recommended, in an advisory and non-binding vote, an annual advisory and non-binding vote on the compensation of the Company’s named executive officers:
                 
                BROKER
ONE YEAR   TWO YEARS   THREE YEARS   ABSTAIN   NON-VOTES
85,260,085   1,112,854   40,939,778   1,419,168   16,783,500
There were 166,735,842 shares of common stock eligible to vote at the meeting.

 

 

 

Item 9.01. Financial Statements and Exhibits
(d). Exhibits.
     
Exhibit    
No.   Description
3.1*
  Certificate of Amendment to the Second Restated Certificate of Incorporation, as Amended, of Toll Brothers, Inc.
* Filed electronically herewith.

 

 

 

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 18, 2011
  By:   Joseph R. Sicree
 
       
 
      Joseph R. Sicree
 
      Senior Vice President,
 
      Chief Accounting Officer

 

 

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
TOLL BROTHERS, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware

TOLL BROTHERS, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Company”), DOES HEREBY CERTIFY THAT:

FIRST : At a meeting of the Board of Directors of the Company held on December 15, 2010, the Board of Directors of the Company adopted resolutions that declared advisable and recommended to the stockholders of the Company the following amendment to Article Five, Part III of the Company’s Second Restated Certificate of Incorporation, as amended, and directed that such amendment be submitted to the Company’s stockholders for their approval at the Annual Meeting of Stockholders on March 16, 2011.

Article Five, Part III of the Company’s Second Restated Certificate of Incorporation, as amended, is amended to read in its entirety as follows:

PART III – CLASSIFICATION OF THE BOARD

At each annual meeting of stockholders beginning at the 2012 annual meeting, Directors whose terms expire at that meeting (or such Directors’ successors) shall be elected for a one-year term. Accordingly, at the 2012 annual meeting of stockholders, the Directors whose terms expire at that meeting (or such Directors’ successors) shall be elected to hold office for a one-year term expiring at the 2013 annual meeting of the stockholders; at the 2013 annual meeting of stockholders, the Directors whose terms expire at that meeting (or such Directors’ successors) shall be elected to hold office for a one-year term expiring at the 2014 annual meeting of the stockholders; and at the 2014 annual meeting of stockholders and at each annual meeting of stockholders thereafter, all Directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders.

SECOND : At the Annual Meeting of Stockholders on March 16, 2011, held pursuant to the notice required by Section 222 of the Delaware General Corporation Law, not less than 66 2/3% of the outstanding shares of stock of the Company entitled to vote thereon approved the foregoing amendment to Article Five, Part III of the Company’s Second Restated Certificate of Incorporation, as amended.

THIRD : The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

[Execution page follows]

 

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IN WITNESS WHEREOF, the Company has caused its corporate seal to be hereunto affixed and this certificate to be signed, under penalty of perjury, by Douglas C. Yearley, Jr., its Chief Executive Officer, and attested by Michael I. Snyder, its Secretary, on March 16, 2011, and does confirm that this Certificate of Amendment is the act of the Company and that the statements made herein are true.

TOLL BROTHERS, INC.

By: /s/ Douglas C. Yearley, Jr.   
Douglas C. Yearley, Jr.
Chief Executive Officer

ATTEST:   By: /s/ Michael I. Snyder          
                    Michael I. Snyder
                    Secretary

 

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