Toll Brothers shareholders approve lowering director removal threshold to majority vote

Toll Brothers, Inc.

Amendment to certificate of incorporation reduces supermajority requirement from 66-2/3% to majority for director removal.
Approved with 78,270,776 votes for, 261,834 against at March 11, 2025 annual meeting.
All director nominees elected; Katherine Sandstrom received most against votes (6.1M).
Ratification of auditor and say-on-pay advisory vote both passed with >75% support.
Certificate of Amendment filed with Delaware Secretary of State on March 11, 2025.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Toll Brothers, Inc.: Amendment to Second Restated Certificate of Incorporation to change director removal standard from 66-2/3% to majority vote of combined voting power of shares entitled to vote generally in election of directors, with or without cause (effective 2025-03-11).

Change: charter amendment
Effective: 2025-03-11

Exact text from the filing

At the Annual Meeting of Stockholders (“Annual Meeting”) held on March 11, 2025, the stockholders of Toll Brothers, Inc. (the “Company”) approved a proposed amendment (the “Amendment”) to Article Five, Part IV of the Company’s Second Restated Certificate of Incorporation, as amended, to provide that a majority, rather than 66-2/3%, of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, may remove any director from office, with or without cause.

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Toll Brothers, Inc. filing history →

Source: SEC EDGAR

accession 0000794170-25-000032

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