Toll Brothers, Inc. (NYSE:TOL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Toll Brothers, Inc. (NYSE:TOL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Toll Brothers, Inc. (NYSE:TOL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02(b)

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 17, 2018, Robert I. Toll notified the Board of Directors (the “Board”) of Toll Brothers, Inc. (the “Company”) that he will resign as executive chairman of the Board, and resign from all other employee positions with the Company and its subsidiaries, each effective October 31, 2018. In connection with Mr. Toll’s resignation, the Board has elected Mr. Douglas C. Yearley, the Company’s chief executive officer and a member of the Board, to the position of chairman of the Board and has awarded Mr. Toll with an honorary lifetime title of chairman emeritus, each effective on November 1, 2018. Mr. Toll will remain as a member of the Board and will receive the same director fees as the non-executive members of the Board. The Company has also entered into an advisory and non-competition agreement (the “Advisory Agreement”) with Mr. Toll to which Mr. Toll will provide consulting and advisory services to the Company for a period of one year, commencing October 31, 2018.

to the Advisory Agreement, Mr. Toll will be compensated at an annualized rate of $1,500,000 for his services and will be entitled to receive certain of the health and welfare benefits and perquisites that were provided to Mr. Toll as executive chairman, in addition to office space in the Company’s current headquarters and administrative, bookkeeping and driver support services. Mr. Toll will continue to participate in the Company’s Supplemental Executive Retirement Plan on the same terms and conditions as those applicable prior to Mr. Toll’s resignation.

In addition, to the Advisory Agreement, Mr. Toll has agreed not to compete with the Company or to solicit its employees or customers or otherwise interfere with the Company’s business relationships during the longer of the term of the Advisory Agreement and Mr. Toll’s service as a member of the Board, among other covenants.

The Advisory Agreement generally supersedes all prior agreements between Mr. Toll and the Company (other than with respect to Mr. Toll’s existing obligations not to compete with the Company).

A copy of the Company's press release announcing the foregoing is filed herewith as Exhibit 99.1.

On October 18, 2018 the Company issued a press release announcing the retirement of Mr. Toll as executive chairman and the appointment of Mr. Yearley as chairman of the Board. A copy of the press release is attached as Exhibit 99.1 for reference.


TOLL BROTHERS INC Exhibit
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1         Toll Brothers Founder Robert I. Toll Steps Down as Executive Chairman; CEO Douglas C. Yearley,…
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About Toll Brothers, Inc. (NYSE:TOL)

Toll Brothers, Inc. designs, builds, markets and arranges financing for detached and attached homes in luxury residential communities. The Company caters to move-up, empty nester, active-adult, age-qualified and second-home buyers in the United States (Traditional Home Building Product). The Company operates in two segments: traditional home building and urban infill. Within traditional home building, it operates in approximately five geographic segments around the United States: the North, consisting of Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey and New York; the Mid-Atlantic, consisting of Delaware, Maryland, Pennsylvania and Virginia; the South, consisting of Florida, North Carolina and Texas; the West, consisting of Arizona, Colorado, Nevada and Washington, and California. It also builds and sells homes in urban infill markets through Toll Brothers City Living (City Living). As of October 31, 2015, it was operating in approximately 20 states.