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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): December 13, 2023
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 13, 2023, the Board of Directors (the “Board”) of Toll Brothers, Inc. (the “Company”) increased the size of its Board from ten to twelve directors and filled the newly created vacancy on the Board by appointing each of Judith A. Reinsdorf and Katherine M. Sandstrom as a director. The initial term of each new director will last until the Company’s 2024 annual meeting of stockholders on March 12, 2024 and until their successor shall have been duly elected and qualified, or until their earlier resignation or removal. There is no arrangement or understanding between either of Ms. Reinsdorf or Ms. Sandstrom and the Company or any other person pursuant to which either was selected as a director. The Board has determined that each of Ms. Reinsdorf and Ms. Sandstrom meet the independence standards established under the New York Stock Exchange corporate governance listing standards. Neither Ms. Reinsdorf nor Ms. Sandstrom have been appointed to any standing committee of the Board.
In connection with their appointment to the Board, and in accordance with the Company’s non-employee director compensation program, each of Ms. Reinsdorf and Ms. Sandstrom will receive an annual cash retainer of $85,000 for serving on the Board, as well as annual cash retainers for service on any committees of the Board to which they may be appointed. In addition, each of Ms. Reinsdorf and Ms. Sandstrom is expected to be granted restricted stock units (“RSUs”) with a grant date fair value of $175,000 in December 2024 for service on the Board in fiscal 2024. Such RSUs are expected to vest on the one year anniversary of the date of grant. Both the annual cash retainer and RSUs will be pro rated to reflect service during fiscal 2024.
Each of Ms. Reinsdorf and Ms. Sandstrom has entered into the Company’s standard form of indemnification agreement for non-executive directors, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2009.
In addition, Carl B. Marbach, age 82, has informed the Company that he will not stand for re-election and will step down from the Board at its annual meeting of stockholders on March 12, 2024. Mr. Marbach’s decision is not based on any disagreement with the Company or management.
A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.
ITEM 7.01. Regulation FD Disclosure
On December 13, 2023, the Company issued a press release announcing that its Board of Directors approved a quarterly cash dividend to shareholders. The dividend of $0.21 per share will be paid on January 26, 2024 to shareholders of record on the close of business on January 12, 2024. The Company also announced that its Board of Directors approved a new 20 million share repurchase authorization to replace its existing 20 million share repurchase authorization.

A copy of the press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K. This information, including Exhibit 99.1, will not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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 

99.1*    Press release of Toll Brothers, Inc. dated December 13, 2023 announcing changes to it Board of Directors.

99.2*    Press release of Toll Brothers, Inc. dated December 13, 2023 announcing that its Board of Directors approved a quarterly cash dividend to shareholders.

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

* Filed electronically herewith

2


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: December 13, 2023   By:  /s/ Michael J. Grubb
    Michael J. Grubb
Senior Vice President,
Chief Accounting Officer

3
EX-99.1 2 tol-dec2023x8kexh991.htm EX-99.1 Document

EXHIBIT 99.1
        
FOR IMMEDIATE RELEASE
December 13, 2023


Judith A. Reinsdorf and Katherine M. Sandstrom Named to Toll Brothers Board of Directors

FORT WASHINGTON, Pa. December 13, 2023 – Toll Brothers, Inc. (NYSE: TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced that Judith A. Reinsdorf and Katherine M. Sandstrom have joined the Company’s Board of Directors. In addition, Carl B. Marbach, age 82, has informed the Company that he will not stand for re-election and will step down from the Board at its next annual meeting of stockholders in March 2024.
Ms. Reinsdorf, age 59, most recently served as executive vice president and general counsel of Johnson Controls International plc (NYSE: JCI), a global leader in building products and technology and integrated solutions. She held the same role at Tyco International from 2007 until 2016 and previously held a variety of senior legal positions at Monsanto, Pharmacia and C.R. Bard. She currently chairs the nominating and governance committee of the board of directors of EnPro Inc. (NYSE: NPO), an industrial technology company, and is a member of the board of Nurix Therapuetics, Inc. (NSDQ: NRIX), a biopharmaceutical company. She is also on the Board of Trustees of the University of Rochester and the board of the New Jersey Chapter of the National Association of Corporate Directors.
Ms. Sandstrom, age 54, is chair of the board of Healthpeak Properties, Inc. (NYSE: PEAK), a leading owner, operator and developer of real estate for healthcare discovery and delivery. She served for more than twenty years at Heitman LLC, a real estate management firm, where she held a variety of senior leadership positions including her role as senior managing director of public real estate securities. Ms. Sandstrom also serves on the boards of EastGroup Properties, Inc. (NYSE: EGP) and Urban Edge Properties (NYSE: UE), each a real estate investment trust.
Douglas C. Yearley, Jr., chairman and chief executive officer, stated: “We are very pleased and excited to welcome both Judy and Kathy to the Toll Brothers Board of Directors. Both are proven leaders with a wealth of experience in their respective fields. We look forward to benefitting from Kathy’s deep industry expertise and her astute investment acumen, as well as Judy’s extensive management experience at large and complex U.S. public companies across multiple industries. As we welcome them to our Board, we will miss the thoughtful guidance and experience that Carl has contributed to our Board for over 30 years. We wish him all the best and are deeply appreciative of his many years of distinguished service to Toll Brothers.”
ABOUT TOLL BROTHERS
Toll Brothers, Inc., a Fortune 500 Company, is the nation's leading builder of luxury homes. The Company was founded 56 years ago 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 first-time, move-up, empty-nester, active-adult, and second-home buyers, as well as urban and suburban renters. Toll Brothers builds in over 60 markets in 24 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Washington, as well as in the District of Columbia. The Company operates its own architectural, engineering, mortgage, title, land development, insurance, smart home technology, and landscape subsidiaries. The Company also develops master-planned and golf course communities as well as operates its own lumber distribution, house component assembly, and manufacturing operations.
Toll Brothers was named the #1 Home Builder in Fortune magazine’s 2023 survey of the World’s Most Admired Companies®, the eighth year it has been so honored. Toll Brothers has also been named Builder of the Year by Builder magazine and is the first two-time recipient of Builder of the Year from Professional Builder magazine. For more information visit TollBrothers.com.



Toll Brothers discloses information about its business and financial performance and other matters, and provides links to its securities filings, notices of investor events, and earnings and other news releases, on the Investor Relations section of its website (investors.TollBrothers.com).
©2023 Fortune Media IP Limited. All rights reserved. Used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of, Toll Brothers.
Forward-Looking Statements
This release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” “likely,” “will,” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information and statements regarding: expectations regarding inflation and interest rates; the markets in which we operate or may operate; our strategic priorities; our land acquisition, land development and capital allocation priorities; market conditions; our build-to-order and spec home strategy; demand for our homes; anticipated operating results and guidance; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues, including expected labor and material costs; selling, general, and administrative expenses; interest expense; inventory write-downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; our ability to acquire or dispose of land and pursue real estate opportunities; our ability to gain approvals and open new communities; our ability to market, construct and sell homes and properties; our ability to deliver homes from backlog; our ability to secure materials and subcontractors; our ability to produce the liquidity and capital necessary to conduct normal business operations or to expand and take advantage of opportunities; and the outcome of legal proceedings, investigations, and claims.
Any or all of the forward-looking statements included in this release are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. The major risks and uncertainties – and assumptions that are made – that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:
•the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar;
•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;
•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such land;
•access to adequate capital on acceptable terms;
•geographic concentration of our operations;
•levels of competition;
•the price and availability of lumber, other raw materials, home components and labor;
•the effect of U.S. trade policies, including the imposition of tariffs and duties on home building products and retaliatory measures taken by other countries;
•the effects of weather and the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters;
•risks related to acts of war, terrorism or outbreaks of contagious diseases, such as Covid-19;



•federal and state tax policies;
•transportation costs;
•the effect of land use, environment and other governmental laws and regulations;
•legal proceedings or disputes and the adequacy of reserves;
•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, indebtedness, financial condition, losses and future prospects;
•the potential loss of key management personnel;
•changes in accounting principles;
•risks related to unauthorized access to our computer systems, theft of our and our homebuyers’ confidential information or other forms of cyber-attack; and
•other factors described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended October 31, 2022 and in subsequent filings we make with the Securities and Exchange Commission (“SEC”).
Many of the factors mentioned above or in other reports or public statements made by us will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
For a further discussion of factors that we believe could cause actual results to differ materially from expected and historical results, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in subsequent reports filed with the SEC. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

EX-99.2 3 tol-dec2023x85exh992.htm EX-99.2 Document

Exhibit 99.2

IMMEDIATE RELEASE    CONTACT: Frederick N. Cooper (215) 938-8312
December 13, 2023    fcooper@tollbrothers.com


Toll Brothers Announces Cash Dividend and Reauthorizes Share Repurchase Program

FORT WASHINGTON, Pa. December 13, 2023 – Toll Brothers, Inc. (NYSE: TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced that its Board of Directors has approved a quarterly cash dividend to shareholders. The dividend of $0.21 per share will be paid on January 26, 2023 to shareholders of record on the close of business on January 12, 2023.
Toll Brothers also announced today that its Board of Directors has approved a new 20 million share repurchase authorization to replace its existing authorization. From May 2022 (the date of the previous authorization) through December 12, 2023, the Company repurchased approximately 13.3 million shares, or 12% of shares outstanding in May 2022, for an aggregate purchase price of approximately $800 million, or approximately $60.15 per share.
Douglas C. Yearley, Jr., chairman and chief executive officer, stated: “Over the past decade, we have demonstrated our commitment to shareholder returns. We have reduced our outstanding share count by nearly 40% through buybacks, net of share issuances, and have increased our dividend from $0.08 per share since commencing it in 2017 to $0.21 per share today. With our solid balance sheet, strong operating cash flow and modest level of net debt, we have the ability to continue investing in our business to drive long-term growth while returning capital to Company owners. This new reauthorization will provide us additional flexibility to execute on this disciplined capital allocation strategy.”
Under the new authorization, repurchases may be made in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. As previously disclosed, the Company has budgeted $400 million of share repurchases in fiscal 2024. The Board of Directors did not fix any expiration date for this repurchase program.
ABOUT TOLL BROTHERS
Toll Brothers, Inc., a Fortune 500 Company, is the nation's leading builder of luxury homes. The Company was founded 56 years ago 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 first-time, move-up, empty-nester, active-adult, and second-home buyers, as well as urban and suburban renters. Toll Brothers builds in over 60 markets in 24 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Washington, as well as in the District of Columbia. The Company operates its own architectural, engineering, mortgage, title, land development, insurance, smart home technology, and landscape subsidiaries. The Company also develops master-planned and golf course communities as well as operates its own lumber distribution, house component assembly, and manufacturing operations.
Toll Brothers was named the #1 Home Builder in Fortune magazine’s 2023 survey of the World’s Most Admired Companies®, the eighth year it has been so honored. Toll Brothers has also been named Builder of the Year by Builder magazine and is the first two-time recipient of Builder of the Year from Professional Builder magazine. For more information visit TollBrothers.com.
Toll Brothers discloses information about its business and financial performance and other matters, and provides links to its securities filings, notices of investor events, and earnings and other news releases, on the Investor Relations section of its website (investors.TollBrothers.com).




©2023 Fortune Media IP Limited. All rights reserved. Used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of, Toll Brothers.
FORWARD-LOOKING STATEMENTS
This release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” “likely,” “will,” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information and statements regarding: expectations regarding inflation and interest rates; the markets in which we operate or may operate; our strategic priorities; our land acquisition, land development and capital allocation priorities; market conditions; demand for our homes; our build-to-order and spec home strategy; anticipated operating results and guidance; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues, including expected labor and material costs; selling, general, and administrative expenses; interest expense; inventory write-downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; our ability to acquire or dispose of land and pursue real estate opportunities; our ability to gain approvals and open new communities; our ability to market, construct and sell homes and properties; our ability to deliver homes from backlog; our ability to secure materials and subcontractors; our ability to produce the liquidity and capital necessary to conduct normal business operations or to expand and take advantage of opportunities; and the outcome of legal proceedings, investigations, and claims.
Any or all of the forward-looking statements included in this release are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. The major risks and uncertainties – and assumptions that are made – that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:
•the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar;
•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;
•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such land;
•access to adequate capital on acceptable terms;
•geographic concentration of our operations;
•levels of competition;
•the price and availability of lumber, other raw materials, home components and labor;
•the effect of U.S. trade policies, including the imposition of tariffs and duties on home building products and retaliatory measures taken by other countries;
•the effects of weather and the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, unavailability of insurance, and shortages and price increases in labor or materials associated with such natural disasters;
•risks related to acts of war, terrorism or outbreaks of contagious diseases, such as Covid-19;
•federal and state tax policies;




•transportation costs;
•the effect of land use, environment and other governmental laws and regulations;
•legal proceedings or disputes and the adequacy of reserves;
•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, indebtedness, financial condition, losses and future prospects;
•the effect of potential loss of key management personnel;
•changes in accounting principles;
•risks related to unauthorized access to our computer systems, theft of our and our homebuyers’ confidential information or other forms of cyber-attack; and
•other factors described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended October 31, 2022 and in subsequent filings we make with the Securities and Exchange Commission (“SEC”).
Many of the factors mentioned above or in other reports or public statements made by us will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
For a further discussion of factors that we believe could cause actual results to differ materially from expected and historical results, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in subsequent reports filed with the SEC. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.