Toll Brothers (TOL) Proxy Filing summary

Executive summary

• Fiscal 2025 saw record home sales revenue of $10.8 billion from 11,292 homes delivered, with a gross margin of 25.6% and $13.49 earnings per diluted share, reflecting strong operational execution and a resilient luxury market segment.

• The company exited half of its Apartment Living business for $380 million and plans to fully exit multifamily development over the next few years, reallocating capital to core homebuilding and shareholder returns.

• Leadership transitions were announced: Karl K. Mistry will become CEO on March 30, 2026, with Douglas C. Yearley, Jr. moving to Executive Chairman, and Gregg L. Ziegler promoted to CFO effective November 1, 2026.

• The company maintained strong liquidity with $3.5 billion at year-end and returned $750 million to shareholders through repurchases and dividends.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify Ernst & Young LLP as independent auditor for fiscal 2026, and approve executive compensation in a non-binding advisory vote.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board is composed of a majority of independent directors, with a Lead Independent Director role established for oversight.

• Board refreshment is ongoing, with a majority of directors joining since 2018, and a formal over-boarding policy adopted in December 2023.

• Committees include Audit and Risk, Executive Compensation, Nominating and Corporate Governance, and Public Debt and Equity Securities, all composed of independent directors.

• Annual board and committee self-evaluations are conducted, and director attendance at meetings exceeded 90% in 2025.