Toll Brothers (TOL) Proxy Filing summary

Executive summary

• Achieved record fiscal 2024 results: $10.6B home sales revenue, $2.0B pre-tax income, $1.5B net income, and $15.01 EPS, a 21% increase over 2023.

• Delivered 10,813 homes at an average price of $977,000 with a gross margin of 26.6% and operating margin of 18.8%.

• Grew contracts by 27% and increased community count by 10% to 408, positioning for continued growth in 2025.

• Returned $721M to shareholders via repurchases and dividends, reducing share count by nearly 5%.

• Ended fiscal 2024 with $3.0B liquidity, $1.3B cash, and a debt-to-capital ratio of 27%.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2026 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (Say on Pay).

• Amendment to allow director removal by majority vote, rather than two-thirds.

Board of directors and corporate governance

• Board consists of 11 nominees, majority independent, with recent refreshment and increased diversity (36% women, 27% racially/ethnically diverse).

• Lead Independent Director role established; all committees composed of independent directors.

• Annual board and committee self-evaluations; over-boarding policy formalized.

• Directors elected annually by majority vote; single class of voting stock, one share one vote.