8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 24, 2022

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8951	84-0622967
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

Not Applicable

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	552676108	New York Stock Exchange
6% Senior Notes due January 2043	552676AQ1	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(d)    Appointment of a new director

On January 24, 2022, on the recommendation of the Corporate Governance/Nominating Committee of M.D.C. Holdings, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) appointed Janice Sinden as a Class I Director to fill the vacancy on the Board, with a term continuing until the Company’s 2022 Annual Meeting of Shareholders, at which time she will stand for election by the Company’s shareholders. The Board determined that Ms. Sinden is independent under the rules of the Securities and Exchange Commission, the New York Stock Exchange (the “NYSE”) and the Company’s standards of independence and that, in the Board’s business judgment, Ms. Sinden is “financially literate” as provided in the rules of the NYSE. There is no arrangement or understanding between Ms. Sinden and the Company or any other person pursuant to which she was appointed as a director. The Company is not aware of any transaction in which Ms. Sinden has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Sinden has not been appointed to any committees of the Board. The addition of Ms. Sinden to the Board brings the number of outside members serving on the Board to eight.

Mr. Sinden will be entitled to receive a monthly Board retainer of $5,000 and Board meeting fees of $3,000 per meeting. She will also be entitled to receive an annual option grant or, in lieu of an option, a restricted stock award as described under “2020 Director Compensation” in the Company’s proxy statement filed on March 2, 2021.

Also, as of January 24, 2022, the Company and Ms. Sinden entered into the Company’s standard form of Indemnification Agreement for outside directors in the form previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed October 26, 2006.

A copy of the press release announcing Ms. Sinden’s appointment is attached as Exhibit 99.1.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit Number	Description
10.1	Form of Indemnification Agreement entered into between the Company and members of its Board of Directors (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 26, 2006).
99.1	Press release dated January 25, 2022.
104	Cover Page Interactive Data file (formatted in Inline XBRL)

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 thereunto duly authorized.

_________________________________

		M.D.C. HOLDINGS, INC.
Dated:	January 25, 2022	By:	/s/ Joseph H. Fretz
			Joseph H. Fretz
			Vice President, Secretary and Corporate Counsel

2

EX-99

Exhibit 99.1

News Release

M.D.C. HOLDINGS APPOINTS JANICE SINDEN TO ITS BOARD OF DIRECTORS

DENVER, Tuesday, January 25, 2022 - M.D.C. Holdings, Inc. (NYSE: MDC), one of the nation’s leading homebuilders, today announced that its board of directors, on the recommendation of the Corporate Governance/Nominating Committee, appointed Janice Sinden to fill the Class I vacancy on the Board and nominated Ms. Sinden for election as a Class I Director at the 2022 Annual Meeting of Shareholders.

Ms. Sinden is the President & CEO of the Denver Center for the Performing Arts (“DCPA”). Prior to joining the DCPA, she served as Chief of Staff for Denver Mayor Michael B. Hancock where she managed 60 appointees, 26 departments and the day-to-day complexities of running a major metropolitan city. She currently serves on the boards of Citizens for Arts to Zoo, University of Northern Colorado, VISIT Denver, American Transplant Foundation, Colorado Inclusive Economy and Denver Preschool Program. Ms. Sinden has been recognized by Titan 100 as one of Colorado's Top 100 CEO's, the Denver Business Journal as an Outstanding Woman in Business, 5280 magazine as one of the 50 most influential people in Denver, by the Colorado Women’s Foundation as one of the 25 most influential women in Colorado, by the Girl Scouts of Colorado as a Woman of Distinction, and by the University of Northern Colorado Department of Political Science and International Affairs as Distinguished Alumnus of the Year.

"We are very pleased to announce that Ms. Sinden has joined the MDC board," said Herbert T. Buchwald, the Company's lead independent director. "As both a respected executive and a community and civic leader, she has made a lasting impact on the organizations she has served. Given the depth and diversity of her experiences, we believe that she will add a unique perspective to our boardroom that will prove to be of great value to the Company and our shareholders."

About MDC

M.D.C. Holdings, Inc. was founded in 1972. MDC's homebuilding subsidiaries, which operate under the name Richmond American Homes, have built and financed the American Dream for more than 220,000 homebuyers since 1977. MDC's commitment to customer satisfaction, quality and value is reflected in each home its subsidiaries build. MDC is one of the largest homebuilders in the United States. Its subsidiaries have homebuilding operations across the country, including the metropolitan areas of Denver, Colorado Springs, Salt Lake City, Las Vegas, Phoenix, Tucson, Riverside-San Bernardino, Los Angeles, San Diego, Orange County, San Francisco Bay Area, Sacramento, Washington D.C., Baltimore, Orlando, Jacksonville, Seattle, Portland, Boise, Nashville, Austin and Albuquerque. MDC's subsidiaries also provide mortgage financing, insurance and title services, primarily for Richmond American homebuyers, through HomeAmerican Mortgage Corporation, American Home Insurance Agency, Inc. and American Home Title and Escrow Company, respectively. M.D.C. Holdings, Inc. is traded on the New York Stock Exchange under the symbol "MDC." For more information, visit www.mdcholdings.com.

Contact: Robert N. Martin; Senior Vice President and Chief Financial Officer; 1-866-424-3395; IR@mdch.com

XML

Cover	Jan. 24, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 24, 2022
Entity Registrant Name	M.D.C. Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8951
Entity Tax Identification Number	84-0622967
Entity Address, Address Line One	4350 South Monaco Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	773-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000773141
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	552676108
Security Exchange Name	NYSE
Senior Notes, 6%, Due January 2043 [Member]
Document Information [Line Items]
Title of 12(b) Security	6% Senior Notes due January 2043
Trading Symbol	552676AQ1
Security Exchange Name	NYSE