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): February 3, 2020

MDC Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

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. ☐

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

(e) Compensatory Arrangements of Certain Officers

On February 3, 2020, the Compensation Committee (the "Committee") of M.D.C. Holdings, Inc. (the “Company”) took the actions described below with respect to compensation of the executive officers of the Company.

Executive Bonus for 2019 – CEO and COO

Two of the Company’s executive officers, Larry A. Mizel, Chief Executive Officer, and David D. Mandarich, Chief Operating Officer, are eligible for awards under the Company’s 2018 Executive Officer Performance-Based Compensation Plan (the “2018 Performance-Based Plan”). The bonus payment that could be earned for 2019 under the 2018 Performance-Based Plan was subject to a $6.0 million dollar cap established by the Committee. In addition, any bonus earned in excess of $4.0 million would be paid in restricted stock.

The Committee determined, based on the 2019 goal under the 2018 Performance-Based Plan, that each executive earned a cash bonus of $4.0 million and a restricted stock award of $2.0 million valued as of the date of the Committee’s action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee’s action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.3 with the Company’s Quarterly Report on Form 10-Q dated March 31, 2019.

Executive Bonus for 2019 – CFO and GC

The Committee determined that the Chief Financial Officer, Robert N. Martin, and the General Counsel, Michael Touff, were entitled to an annual bonus for 2019 of a percentage of base pay based on the respective performance of each executive regarding Key Performance Indicators (“KPIs”) established for his position. Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Martin a performance bonus of $850,000 and Mr. Touff a performance bonus of $500,000.

The Compensation Committee also awarded Messrs. Martin and Touff $375,000 and $75,000, respectively, in restricted stock, valued as of the date of the Committee’s action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee’s action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.3 with the Company’s Quarterly Report on Form 10-Q dated March 31, 2019.

CFO Base Salary

The Compensation Committee determined that Mr. Martin’s base salary would increase to $800,000 annually.

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: February 5, 2020	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

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XML

Document And Entity Information	Feb. 03, 2020
Document Information [Line Items]
Entity, Registrant Name	MDC Holdings, Inc.
Document, Type	8-K
Document, Period End Date	Feb. 03, 2020
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
Amendment Flag	false
Entity, Central Index Key	0000773141
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	552676108
Security Exchange Name	NYSE
SeniorNotesDueJanuary20436 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	6% Senior Notes due January 2043
Trading Symbol	552676AQ1
Security Exchange Name	NYSE