UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 20, 2016
 
Toll Brothers, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-09186
 
23-2416878
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
250 Gibraltar Road, Horsham, PA
 
19044
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (215) 938-8000
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On January 20, 2016, the Board of Directors (the “Board”) of Toll Brothers, Inc. (the “Company”) approved an amendment to the Company’s By-laws (the “By-laws Amendment”) to provide that the Company’s stockholders may remove any director from office, with or without cause. The By-laws previously provided that the Company’s stockholders may remove directors from office only for cause. The effective date of the By-laws Amendment is January 20, 2016. The foregoing summary of the By-laws Amendment is qualified in its entirety by reference to the full text of the By-laws Amendment, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. Also, on January 20, 2016, the Board proposed, declared advisable and approved, subject to approval by the Company’s stockholders, a similar amendment to the Company’s Second Restated Certificate of Incorporation, as amended. The Board directed that such amendment be proposed at the Company’s 2016 Annual Meeting of Stockholders.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d). Exhibits
The following Exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit
No.
 
Item
 
3.1
 
Amendment to the By-laws of Toll Brothers, Inc., dated January 20, 2016
 
 
 
 


2




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
TOLL BROTHERS, INC.
 
 
 
 
Dated:
January 20, 2016
 
 
By: 
 
/s/ Joseph R. Sicree
 
 
 
 
 
 
Joseph R. Sicree
Senior Vice President,
Chief Accounting Officer


3




Exhibit 3.1

AMENDMENT TO THE BY-LAWS OF
TOLL BROTHERS, INC.

This Amendment (this “Amendment”) to the By-laws of Toll Brothers, Inc., a Delaware corporation (the “Corporation”), is effective as of January 20, 2016.  Capitalized terms used but not defined herein shall have the meanings set forth in the By-laws of the Corporation (the “By-laws”).

1.
Section 3-11 of the By-laws is hereby amended by deleting the text “only for cause, and” and replacing it with “with or without cause,”.

2.
Except as modified by this Amendment, the By-laws remain unchanged and, as modified, continue in full force and effect.



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