UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 2, 2024, M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 4, 2024. A total of 75,047,701 shares of the Company’s common stock, consisting of 74,766,632 shares of the Company’s common stock and 281,069 unvested Company RSAs, were entitled to vote at the close of business on February 26, 2024, the record date for the Special Meeting (the “Record Date”). Approximately 66,346,313 shares of the Company’s common stock issued and outstanding were present at the Special Meeting or represented by proxy at the Special Meeting, representing approximately 88.4% of those shares entitled to vote, which constituted a quorum.
Each of the proposals upon which the Company’s stockholders voted at the Special Meeting, and the final, certified results reported by the Company’s independent inspector of elections, the Carideo Group, as a representative of Broadridge Investor Communications Solutions, are set forth below.
| PROPOSAL 1: | Merger Proposal – A proposal to adopt the Agreement and Plan of Merger, dated as of January 17, 2024, by and among SH Residential Holdings, LLC, Clear Line, Inc., solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 therein, Sekisui House, Ltd., and the Company (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), and approve the transactions contemplated thereby, including the merger of Clear Line, Inc. with and into the Company (the “Merger”). |
| For | Against | Abstain | Broker Non-Votes | ||||
| 66,212,122 | 48,927 | 85,264 | - |
This proposal was approved by the requisite vote of the Company’s stockholders at the Special Meeting.
| PROPOSAL 2: | Merger-Related Compensation Proposal – A proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. |
| For | Against | Abstain | Broker Non-Votes | ||||
| 21,469,533 | 44,739,106 | 137,674 | - |
This proposal did not receive the requisite vote of the Company’s stockholders at the Special Meeting and was therefore not approved. This proposal is not a condition to the consummation of the Merger, and as an advisory vote, the result is not binding on the Company.
| PROPOSAL 3: | Adjournment Proposal – A proposal to approve any adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger or in the absence of a quorum, subject to and in accordance with the terms of the Merger Agreement. |
The Adjournment Proposal was deemed unnecessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.
| Item 8.01. | Other Events. |
On April 2, 2024, the Company issued a press release announcing the approval of the Merger by the Company’s stockholders at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit Number |
Description | |
| 99.1 | Press Release, dated as of April 2, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. | |||
Date: April 2, 2024 |
By: | /s/ Joseph H. Fretz | |
| Joseph H. Fretz | |||
| Vice President, Secretary and Corporate Counsel | |||