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)
Registrants 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 Companys 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 Companys 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
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 |