0001193125-12-243308.txt : 20120522 0001193125-12-243308.hdr.sgml : 20120522 20120522151655 ACCESSION NUMBER: 0001193125-12-243308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120521 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120522 DATE AS OF CHANGE: 20120522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC HOLDINGS INC CENTRAL INDEX KEY: 0000773141 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 840622967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08951 FILM NUMBER: 12861476 BUSINESS ADDRESS: STREET 1: 4350 S MONACO STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: 4350 S MONACO STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80237 8-K 1 d357286d8k.htm FORM 8-K Form 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): May 21, 2012

 

 

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))

 

 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 21, 2012, M.D.C. Holdings, Inc. (the “Company”) held its 2012 annual meeting of shareholders. The final results for each of the matters submitted to a vote of shareholders at the annual meeting were as follows:

 

  (1) The following individuals were elected as Class III Directors of the Company to serve for three-year terms expiring in 2015:

 

     For    Withheld    Broker Non-Votes

Raymond T. Baker

    41,583,764    68,646    2,346,826

David E. Blackford

    40,823,403    829,007    2,346,826

 

  (2) The Fourth Amendment to the M.D.C. Holdings, Inc. Amended Executive Officer Performance-Based Compensation Plan was approved:

 

For    Against    Abstain    Broker Non-Votes
40,477,811    492,317    682,282    2,346,826

 

  (3) In a non-binding advisory vote, the compensation of the Company’s named executive officers was approved:

 

For    Against    Abstain    Broker Non-Votes
29,997,224    10,774,740    880,446    2,346,826

 

  (4) The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year was approved:

 

For    Against    Abstain    Broker Non-Votes
43,595,189    400,930    3,117    —

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

9.01(d) Exhibits

 

Exhibit No.

   

Description

10.1    Fourth Amendment to the M.D.C. Holdings, Inc. Amended Executive Officer Performance-Based Compensation Plan

 

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 thereunto duly authorized.

 

    M.D.C. HOLDINGS, INC.
Dated: May 22, 2012     By:   /s/ Joseph H. Fretz
      Joseph H. Fretz
      Secretary and Corporate Counsel

 

3

Exhibit Index

 

Exhibit No.

   

Description

10.1    Fourth Amendment to the M.D.C. Holdings, Inc. Amended Executive Officer Performance-Based Compensation Plan

 

4

EX-10.1 2 d357286dex101.htm FOURTH AMENDMENT TO THE EXECUTIVE OFFICER PERFORMANCE-BASED COMPENSATION PLAN Fourth Amendment to the Executive Officer Performance-Based Compensation Plan

Exhibit 10.1

FOURTH AMENDMENT TO THE

M.D.C. HOLDINGS, INC.

AMENDED EXECUTIVE OFFICER PERFORMANCE-BASED COMPENSATION PLAN

The stockholders of M.D.C. Holdings, Inc. (the “Company”) on April 29, 2008 approved the Amended Executive Officer Performance-Base Compensation Plan (the “Plan”). The Plan was amended by the First Amendment effective as of January 1, 2008, by the Second Amendment effective as of June 1, 2011, and by the Third Amendment effective as of January 1, 2012. All capitalized terms not otherwise defined herein shall have a meaning ascribed to them in the Plan, as amended. This Fourth Amendment to the Plan, upon stockholder approval of the amendment, will be effective as of January 1, 2012 (the “Effective Date”).

RECITAL

Subject to stockholder approval, the Compensation Committee (the “Committee”) of M.D.C. Holdings, Inc. hereby amends Paragraphs C and D of Article III of the Plan to read in their entirety as follows:

AMENDMENTS

C. If the Performance Goal for fiscal year 2012 is achieved, each of the Covered Employees shall receive, in accordance with the terms of this Plan, no more than $3,500,000.

D. For 2012 and thereafter, only the Performance Goal in Paragraph A.(ii) of Article III shall apply. For 2012 and thereafter, the Adjusted Pre-Tax Return on Stockholders’ Equity Goal in Paragraph A.(i) of Article III shall not apply and shall be deemed deleted from the Plan.

This Fourth Amendment, following approval of the stockholders, has been executed on the date set forth below, to be effective as of the Effective Date set forth above.

 

M.D.C. HOLDINGS, INC.
By:   /s/ Michael Touff
Its:   Senior Vice President
Date:   May 21, 2012