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Toll shareholders reelect CEO amid criticism

Despite opposition from proxy-voting services and major pension funds, Robert I. Toll was reelected chief executive officer of Toll Bros. Inc. today at the Horsham luxury-home builder's annual stockholders meeting.

A proposed bonus plan for Toll also was approved.

The noon meeting, closed to the public, lasted about an hour and was attended by about 30 people - evenly divided between Toll executives and proxy holders, according to Jacob Hay, spokesman for the Laborers International Union of North America, who attended as proxy holder for the union.

Proxy Governance Inc., Glass Lewis & Co. L.L.C., and RiskMetrics Group Inc. had recommended against approving the bonus plan. Company officials said during the meeting that the plan had been approved by more than 50 percent of votes cast by proxy.

In addition, more than 67 percent of the votes were cast for Toll's reelection, even though the pension funds - the California State Teachers' Retirement System, the New York State Common Retirement Fund, and the Laborers International Union - had promised to withhold their votes.

The exact tallies will be included in Toll Bros.' second-quarter 2008 report, according to vice president of sales and marketing Kira McCarron. The quarter ends April 30.

The laborers' union urged the company to disclose the tallies immediately. "Their refusal to release the results of a shareholder vote to shareholders simply underlines the fact that this is a flawed board and changes are needed," Terence O'Sullivan, the union's president, said in a statement after the meeting.

If the bonus proposal that was approved had been in effect in 2007, Toll would have received a total bonus of $6.56 million, according to proxy materials for the meeting. His base salary last year was $1.3 million, and he received stock option awards worth $7 million.

Last month, Toll Bros. reported a net loss of $96 million and a 23 percent drop in revenue for the company's first quarter ended Jan. 31. The company's stock is down 28 percent in the last year. It closed today at $19.45, down nearly 4 percent on the New York Stock Exchange.

Also today, stockholders reelected Joel H. Rassmun as chief financial officer and Bruce Toll as vice chairman.

Bruce Toll is also chairman of Philadelphia Media Holdings L.L.C., which owns The Inquirer, Philadelphia Daily News and Philly.com.


Contact real estate writer Alan J. Heavens at 215-854-2472 or aheavens@phillynews.com.

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