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): March 18, 2013

 

 

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 March 18, 2013, M.D.C. Holdings, Inc. (the “Company”) held its 2013 annual meeting of shareholders. There were 48,698,757 shares of common stock entitled to vote at the meeting. 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 I Directors of the Company to serve for three-year terms expiring in 2016:

 

     For      Withheld      Broker Non-Votes

Michael A. Berman

     41,847,516         770,207       3,466,665

Herbert T. Buchwald

     41,792,256         825,467       3,466,665

Larry A. Mizel

     41,502,472         1,115,251       3,466,665

 

  (2) The M.D.C. Holdings, Inc. 2013 Executive Officer Performance-Based Compensation Plan was approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,127,070   479,611   11,042   3,466,665

 

  (3) The amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan was approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

37,987,240   4,443,171   187,312   3,466,665

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

40,860,203   1,145,498   612,022   3,466,665

 

  (4) The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year was approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

45,550,256   529,764   4,368   —  

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

9.01(d) Exhibits

 

Exhibit No.

  

Description

10.1    The M.D.C. Holdings, Inc. 2013 Executive Officer Performance-Based Compensation Plan
10.2    First Amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan

 

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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: March 19, 2013     By:  

/s/ Joseph H. Fretz

      Joseph H. Fretz
      Secretary and Corporate Counsel

 

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Exhibit Index

 

Exhibit No.

  

Description

10.1    The M.D.C. Holdings, Inc. 2013 Executive Officer Performance-Based Compensation Plan
10.2    First Amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan

 

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