Toll Brothers Files Definitive Proxy Statement

TL;DR

<b>Toll Brothers, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending March 12, 2024.</b>

AI Summary

Toll Brothers, Inc. (TOL) filed a Proxy Statement (DEF 14A) with the SEC on January 31, 2024. Toll Brothers, Inc. filed a DEF 14A with the SEC on January 31, 2024. The filing covers the period ending March 12, 2024. The company's fiscal year ends on October 31. Toll Brothers, Inc. is incorporated in Delaware. The company's principal business address is in Fort Washington, PA.

Why It Matters

For investors and stakeholders tracking Toll Brothers, Inc., this filing contains several important signals. This filing provides crucial information for shareholders ahead of the annual meeting, detailing executive compensation, board nominations, and other governance matters. Shareholders can review proposals and cast their votes on important company decisions, influencing the future direction and management of Toll Brothers.

Risk Assessment

Risk Level: — Toll Brothers, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to make informed voting decisions.

Key Numbers

• 2024-01-31 — Filing Date (DEF 14A)
• 2024-03-12 — Period of Report (DEF 14A)
• 1031 — Fiscal Year End (Company Data)
• 1934 Act — SEC Act (Filing Values)
• 001-09186 — SEC File Number (Filing Values)

Key Players & Entities

• Toll Brothers, Inc. (company) — Filer
• DEF 14A (document) — Form Type
• 20240131 (date) — Filing Date
• 20240312 (date) — Period of Report
• 1031 (date) — Fiscal Year End
• DE (jurisdiction) — State of Incorporation
• PA (location) — Business Address State
• 2159388000 (phone) — Business Phone

Forward-Looking Statements

• Toll Brothers will hold its annual shareholder meeting around March 12, 2024, based on the 'CONFORMED PERIOD OF REPORT'. (Toll Brothers, Inc.) — high confidence, target: 2024-03-12

FAQ

Industry Context

Toll Brothers is a leading builder of luxury homes and apartments. The DEF 14A filing is a standard disclosure for publicly traded companies regarding shareholder matters.

Regulatory Implications

The DEF 14A filing is mandated by the Securities Exchange Act of 1934, requiring companies to provide detailed information to shareholders for annual meetings.

What Investors Should Do

1. Review executive compensation packages and any proposed changes.
2. Analyze board member nominations and qualifications.
3. Understand shareholder proposals and voting recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings in terms of its nature.

Key Financial Figures

• $1,028,000 — 9,597 new homes at an average price of $1,028,000, generating $9.9 billion in home sales
• $9.9 billion — average price of $1,028,000, generating $9.9 billion in home sales revenues. We achieved a f
• $1.8 billion — iciency. They contributed to the record $1.8 billion of pre-tax income we earned in fiscal 2
• $1.4 billion — re-tax income we earned in fiscal 2023 ($1.4 billion after taxes) and $12.36 in earnings per
• $12.36 — cal 2023 ($1.4 billion after taxes) and $12.36 in earnings per diluted share, a 13% in
• $10.90 — diluted share, a 13% increase over the $10.90 we generated in fiscal 2022. These earn
• $3.0 billion — g term. We ended fiscal 2023 with over $3.0 billion of liquidity, including $1.3 billion of
• $1.3 billion — er $3.0 billion of liquidity, including $1.3 billion of cash and cash equivalents and $1.8 b
• $1.9 billion — 8 billion available under our long-term $1.9 billion multi-bank revolving credit facility. D
• $565.9 m — rchased 7.9 million shares of stock for $565.9 million, paid dividends of $91 million, a
• $91 m — k for $565.9 million, paid dividends of $91 million, and retired approximately $400 m
• $400 million — $91 million, and retired approximately $400 million of public debt. Our book value per shar
• $65.49 — blic debt. Our book value per share was $65.49 at fiscal year end and our debt-to-capi
• $100 million — sting for cash and cash equivalents and $100 million of loans made by our mortgage subsidiar

Filing Documents

• tol-20240129.htm (DEF 14A) — 1061KB
• tol-20240129_g1.jpg (GRAPHIC) — 145KB
• tol-20240129_g2.jpg (GRAPHIC) — 188KB
• tol-20240129_g3.jpg (GRAPHIC) — 400KB
• tol-20240129_g4.jpg (GRAPHIC) — 362KB
• tol-20240129_g5.jpg (GRAPHIC) — 186KB
• tol-20240129_g6.jpg (GRAPHIC) — 243KB
• tol-20240129_g7.jpg (GRAPHIC) — 248KB
• 0000794170-24-000006.txt (&nbsp;) — 5834KB
• tol-20240129.xsd (EX-101.SCH) — 5KB
• tol-20240129_def.xml (EX-101.DEF) — 8KB
• tol-20240129_lab.xml (EX-101.LAB) — 13KB
• tol-20240129_pre.xml (EX-101.PRE) — 7KB
• tol-20240129_htm.xml (XML) — 117KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Proposal One—Election of Directors 8 Board Membership Criteria 8 Our Director Nominees 9 Proposal Two—Ratification of the Re-Appointment of Independent Registered Public Accounting Firm 15 Audit and Non-Audit Fees 15 Proposal Three—Advisory and Non-Binding Vote on Executive Compensation (Say on Pay) 16 Equity Compensation Plan Information 17 Corporate Governance 18 Corporate Governance Guidelines and Practices 20 Committees of the Board and Meetings 22 Director Attendance 25 Risk Oversight 26 ESG Risk Oversight 26 Director Compensation 27 Director Compensation Program 27 Director Compensation Table 28

Executive Compensation

Executive Compensation 29 Compensation Discussion and Analysis 29 Executive Summary 29 Description of Our Executive Compensation Program 34 Fiscal 2023 Compensation Decisions 37 Compensation Framework 43 Benefits and Perquisites 45 Other Compensation Practices and Policies 47 Compensation Committee Report 49

Executive Compensation Tables

Executive Compensation Tables 50 CEO Pay Ratio Disclosure 62 Pay Versus Performance 63 Audit and Risk Committee Report 67 Certain Relationships and Transactions 68 Stockholder Proposals for the 2025 Annual Meeting of Stockholders 70 Procedures for Recommending Candidates for Nomination to the Board of Directors 70 Consideration and Selection of Nominees for the Board 70 Householding Information 71 Solicitation of Proxies 71 Annual Report on Form 10-K 71 Other Business 71 TOLL BROTHERS, INC. PROXY STATEMENT Annual Meeting of Stockholders Tuesday, March 12, 2024 PROXY SUMMARY A summary of certain information in this proxy statement is provided below. Please review the complete proxy statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 before you vote. Toll Brothers Strategy and Fiscal 2023 Highlights In fiscal 2023, we delivered 9,597 new homes at an average price of $1,028,000, generating $9.9 billion in home sales revenues. We achieved a full year home sales gross margin of 26.9%, a 140-basis point increase compared to fiscal year 2022. Excluding interest in cost of home sales of approximately 1.4% and inventory write downs of approximately 0.3%, our adjusted home sales gross margin was 28.7% for the full year. Selling, general & administrative (SG&A) expenses were 9.2% of home sales revenues compared to 10.1% in fiscal 2022. These margin improvements were driven by leverage from top line growth as well as our continued focus on operational efficiency. They contributed to the record $1.8 billion of pre-tax income we earned in fiscal 2023 ($1.4 billion after taxes) and $12.36 in earnings per diluted share, a 13% increase over the $10.90 we generated in fiscal 2022. These earnings drove a return on beginning equity of 22.8% in fiscal 2023 and contributed to a three-year return on average equity of 21.0%. Our success in fiscal 2023 was due in large part to strategies we began to implement in

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth beneficial ownership, as of the Record Date, of the Company's common stock by: (1) each person known to us to be the beneficial owner of more than 5% of the Company's common stock; (2) each of our directors (which includes all nominees for director) and named executive officers; and (3) all of our directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Except as otherwise noted, the address of each beneficial owner is c/o Toll Brothers, Inc., 1140 Virginia Drive, Fort Washington, Pennsylvania 19034. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Percent of Common Stock The Vanguard Group (2) 11,689,517 11.21% 100 Vanguard Blvd. Malvern, Pennsylvania 19355 BlackRock, Inc. (3) 10,426,357 10.00% 55 East 52nd Street New York, New York 10055 Capital International Investors (4) 7,490,389 7.18% 333 South Hope Street, 55th Floor Los Angeles, California 90071 Greenhaven Associates, Inc. (5) 5,544,987 5.32% 3 Manhattanville Road Purchase, New York 10577 Stephen F. East 12,834 * Christine N. Garvey 13,274 * Karen H. Grimes 11,202 * Derek T. Kan 1,509 * Carl B. Marbach (6) 67,608 * John A. McLean 17,168 * Wendell E. Pritchett 15,125 * Judith A. Reinsdorf — * Katherine M. Sandstrom — * Paul E. Shapiro 136,166 * Scott D. Stowell 1,646 * Douglas C. Yearley, Jr. 1,103,057 1.05% Martin P. Connor 187,250 * Robert Parahus 49,391 * Directors, nominees and executive officers as a group (14 persons) (1) 1,616,230 1.54% * Less than 1% (1) Shares issuable pursuant to restricted stock units ("RSUs") vesting and stock options exercisable within 60 days after the Record Date are deemed to be beneficially owned. Accordin