Toll Brothers (TOL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 11, 2025, at the company headquarters in Fort Washington, PA.

• Shareholders are encouraged to vote online, by phone, or in person, with a deadline of March 10, 2025, for electronic voting.

• Proxy materials are available online, with options to request paper or email copies by February 25, 2025.

Voting matters and shareholder proposals

• Election of eleven directors, with all nominees recommended by the board.

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

• Advisory, non-binding vote on executive compensation (say-on-pay) is up for approval.

• Proposal to amend the certificate of incorporation to allow director removal by a majority, rather than two-thirds, of stockholders.

• Other business may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• Eleven director nominees are listed, including Douglas C. Yearley, Jr., Stephen F. East, Christine N. Garvey, Karen H. Grimes, Derek T. Kan, John A. McLean, Wendell E. Pritchett, Judith A. Reinsdorf, Katherine M. Sandstrom, Paul E. Shapiro, and Scott D. Stowell.

• Board recommends all nominees for election.

• Proposed governance change would lower the threshold for director removal to a simple majority.