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): December 12, 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	MDC	New York Stock Exchange
6% Senior Notes due January 2043	MDC 43	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 December 12, 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”) increased the number of directors on the Board from ten to eleven and appointed Rafay Farooqui as a Class II Director to fill the vacancy on the Board, with a term continuing until the Company’s 2023 Annual Meeting of Shareholders, at which time he will stand for election by the Company’s shareholders. The Board determined that Mr. Farooqui 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, Mr. Farooqui is “financially literate” as provided in the rules of the NYSE. There is no arrangement or understanding between Mr. Farooqui and the Company or any other person pursuant to which he was appointed as a director. The Company is not aware of any transaction in which Mr. Farooqui has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Farooqui has not been appointed to any committees of the Board. The addition of Mr. Farooqui to the Board brings the number of outside members serving on the Board to nine.

Mr. Farooqui will be entitled to receive a monthly Board retainer of $5,000 and Board meeting fees of $3,000 per meeting. He will also be entitled to receive an annual option grant or, in lieu of an option, a restricted stock award as described under “2021 Director Compensation” in the Company’s proxy statement filed on March 2, 2022.

Also, as of December 12, 2022, the Company and Mr. Farooqui 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 Mr. Farooqui’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 December 14, 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:	December 14, 2022	By:	/s/ Joseph H. Fretz
			Joseph H. Fretz
			Vice President, Secretary and Corporate Counsel

2

EX-99.1

Exhibit 99.1

News Release

M.D.C. HOLDINGS APPOINTS RAFAY FAROOQUI TO ITS BOARD OF DIRECTORS

DENVER, Wednesday, December 14, 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, increased the number of directors on the Board from ten to eleven, appointed Rafay Farooqui as a Class II Director to fill the vacancy on the Board and nominated Mr. Farooqui for election as a Class II Director at the 2023 Annual Meeting of Shareholders.

Mr. Farooqui is the Founder & CEO of +SUBSCRIBE, a fintech leader providing a unified private markets platform for alternative investment fund investors, fund managers, and service providers. The company’s marquee solution is an order management and electronic subscription document system for alternative product transactions. The company’s customers include many of the alternative investment industry’s leading investors and fund managers. Prior to founding +SUBSCRIBE, along with two partners in 2009 he founded CAIS, another fintech technology company offering a platform of alternative investment funds to the wealth management industry. At CAIS, he served as Co-Founder & President focused on firm strategy and management. Prior to forming CAIS in 2009, Mr. Farooqui was the Head of the Middle East & North African Equities division for UBS Investment Bank and was based in Dubai, U.A.E. Between 2003 and 2008, Mr. Farooqui was Head of UBS Investment Bank's U.S. Institutional Equities Sales Group, based in New York City. Prior to UBS, from 1998 to 2003, Mr. Farooqui was Head of Global Institutional International Sales-Trading in the NYC offices of Goldman Sachs & Co., where he advised alternative investment management clients on research and trading in the global securities markets. Mr. Farooqui began his career in 1998 at Goldman Sachs & Co. within the Equity Division's International Department as a global equity securities sales-trader.

Mr. Farooqui has served as trustee of the Board of Directors of the United Nations International School (UNIS) in New York and as a member of the Board of Trustees of the Queens Museum of Art (QMA) in Flushing Meadows Corona Park. He is a member of YPO International (Young Presidents' Organization), a global organization of business leaders across 110 countries. He is also a member of The Economic Club of New York and a former Term Member at The Council on Foreign Relations. He holds an undergraduate degree and an M.B.A. from Columbia University in New York City. Mr. Farooqui holds FINRA Series 24, 7, 9/10 and 63 licenses.

"We are very pleased to welcome Rafay Farooqui to the MDC board," said Herbert T. Buchwald, the Company's lead independent director. "As both a respected investment banking executive and a financial technology entrepreneur, he has made a meaningful impact on the organizations he has served and founded. Given the depth and diversity of his experiences and his specific expertise in technology, we believe that he will add a unique perspective to our boardroom that will prove to be of great value to the Company and our shareholders. With the recent addition of new members to our Board, we have significantly expanded the diversity of perspectives, skills and backgrounds that are represented on our Board.”

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 230,000 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, Albuquerque and Huntsville. 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

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XML

Cover	Dec. 12, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 12, 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	MDC
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	MDC 43
Security Exchange Name	NYSE