Toll Brothers (NYSE: TOL) details 2026 annual meeting and vote results

Rhea-AI Filing Summary

Toll Brothers, Inc. reported the results of its Annual Meeting of stockholders held on March 10, 2026. There were 94,749,886 shares of common stock eligible to vote. Stockholders elected nine directors, including Douglas C. Yearley, Jr., Stephen F. East, Karen H. Grimes, Derek T. Kan, John A. McLean, Wendell E. Pritchett, Judith A. Reinsdorf, Katherine M. Sandstrom and Scott D. Stowell, with each nominee receiving significantly more votes "for" than "against."

Stockholders also approved the ratification of the company’s independent registered public accounting firm, with 76,429,546 votes for, 1,500,953 against and 73,174 abstentions. In addition, the advisory, non-binding resolution on executive compensation received strong support, with 66,975,675 votes for, 3,038,357 against, 122,791 abstentions and 7,866,850 broker non-votes.

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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 10, 2026

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.)

1140 Virginia Drive

Fort Washington

PA

19034

(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):

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01 per share			TOL			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on March 10, 2026. There were 94,749,886 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
Douglas C. Yearley, Jr.						68,854,795						1,221,906						60,122						7,866,850
Stephen F. East						69,791,876						283,679						61,268						7,866,850
Karen H. Grimes						68,949,162						1,104,666						82,995						7,866,850
Derek T. Kan						69,808,819						267,439						60,565						7,866,850
John A. McLean						69,003,664						1,073,076						60,083						7,866,850
Wendell E. Pritchett						66,568,813						3,506,395						61,615						7,866,850
Judith A. Reinsdorf						69,666,748						387,861						82,214						7,866,850
Katherine M. Sandstrom						64,229,906						5,845,154						61,763						7,866,850
Scott D. Stowell						69,617,946						457,162						61,715						7,866,850

Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:

FOR						AGAINST						ABSTAIN
76,429,546						1,500,953						73,174

Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
66,975,675						3,038,357						122,791						7,866,850

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Item 9.01    Financial Statements and Exhibits.

(d). Exhibits

Exhibit

No.     Item 

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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 11, 2026

By:

/s/ Erica J. Mainardi

Erica J. Mainardi Senior Vice President, Chief Accounting Officer

3

FAQ

What did Toll Brothers (TOL) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three items: the election of nine directors, ratification of the independent registered public accounting firm, and an advisory, non-binding resolution on executive compensation. All director nominees were elected, the auditor was ratified, and the say-on-pay proposal received strong support.

How many Toll Brothers (TOL) shares were eligible to vote at the 2026 Annual Meeting?

A total of 94,749,886 shares of Toll Brothers common stock were eligible to vote at the 2026 Annual Meeting. These eligible shares formed the voting base for electing directors, ratifying the independent auditor, and approving the advisory resolution on executive compensation presented to stockholders.

Were Toll Brothers (TOL) director nominees approved by stockholders in 2026?

Yes, all nine director nominees were elected with substantially more votes "for" than "against." Nominees included Douglas C. Yearley, Jr., Stephen F. East, Karen H. Grimes, Derek T. Kan, John A. McLean, Wendell E. Pritchett, Judith A. Reinsdorf, Katherine M. Sandstrom and Scott D. Stowell.

Did Toll Brothers (TOL) stockholders ratify the independent registered public accounting firm?

Yes, stockholders ratified the re-appointment of the independent registered public accounting firm. The proposal received 76,429,546 votes for, 1,500,953 votes against and 73,174 abstentions, indicating strong support for continuing with the existing audit firm for the company’s financial reporting.

How did Toll Brothers (TOL) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory, non-binding say-on-pay resolution on executive compensation. The proposal received 66,975,675 votes for, 3,038,357 votes against, 122,791 abstentions and 7,866,850 broker non-votes, reflecting broad support for the company’s executive pay program as presented for the meeting.

Who signed the Toll Brothers (TOL) report summarizing the 2026 Annual Meeting results?

The report summarizing the 2026 Annual Meeting voting results was signed on behalf of Toll Brothers, Inc. by Erica J. Mainardi, who serves as Senior Vice President and Chief Accounting Officer, confirming the company’s submission of these stockholder voting outcomes under the Exchange Act.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB