mdc20150323_8k.htm

 



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 23, 2015

 

                                          M.D.C. 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))

 



 

 
 

 

 

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On March 23, 2015, M.D.C. Holdings, Inc. (the "Company") held its 2015 annual meeting of shareholders. There were 48,850,110 shares of common stock entitled to vote at the meeting. The final results for each of the proposals submitted to a vote of shareholders at the annual meeting were as follows:

 

 

(1)

Election of two Class III Directors of the Company to serve for three-year terms expiring in 2018:

 

 

For

 

Withheld

 

Broker Non-Votes

Raymond T. Baker

36,457,951

 

2,266,899

 

2,961,516

David E. Blackford

38,287,122

 

437,728

 

2,961,516

 

 

(2)

Approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

33,832,023

 

4,075,473

 

817,354

 

2,961,516

 

 

(3)

Approval of an amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

35,118,980

 

2,794,436

 

811,434

 

2,961,516

 

 

(4)

Approval of an amendment to the M.D.C. Holdings, Inc. 2011 Stock Option Plan for Non-Employee Directors:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

37,798,974

 

905,959

 

19,917

 

2,961,516

 

 

(5)

Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2015 fiscal year:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

41,307,320

 

368,077

 

10,969

 

--

 

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

 

9.01(d) Exhibits
   

Exhibit No.

Description

   

10.1

Second Amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan

   

10.2

First Amendment to the M.D.C. Holdings, Inc. 2011 Stock Option Plan for Non-Employee Directors

 

 
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 hereunto duly authorized.

 

 

M.D.C. HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

Dated: March 24, 2015    

By:

/s/ Joseph H. Fretz

 

 

 

Joseph H. Fretz

 

 

 

Secretary and Corporate Counsel

 

 

 

 
3

 

 

INDEX TO EXHIBITS

 

 

 

Exhibit Number

 

 

 

Description

     

10.1

 

Second Amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan

     

10.2

 

First Amendment to the M.D.C. Holdings, Inc. 2011 Stock Option Plan for Non-Employee Directors