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EX-10.1 - EXHIBIT 10.1 - M.D.C. HOLDINGS, INC.ex10-1.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 29, 2016

 

 

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 29, 2016, M.D.C. Holdings, Inc. (the "Company") held its 2016 annual meeting of shareholders. There were 49,006,835 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 three Class I Directors of the Company to serve for three-year terms expiring in 2019:

 

   

For

   

Withheld

   

Broker Non-Votes

 

Michael A. Berman

    40,814,353       735,132       2,994,079  

Herbert T. Buchwald

    35,070,467       6,479,018       2,994,079  

Larry A. Mizel

    38,948,030       2,601,455       2,994,079  

 

 

(2)

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

16,730,219

 

24,149,551

 

669,715

 

2,994,079

 

 

(3)

Re-approval of the performance criteria and the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

39,876,296

 

1,641,268

 

31,921

 

2,994,079

 

 

(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

39,125,241

 

2,388,345

 

35,899

 

2,994,079

 

 

(5)

Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2016 fiscal year:

 

For

 

Against

 

Abstain

   

44,468,036

 

57,590

 

17,938

   

 

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit Number

Description

   

10.1

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

 

 

 

 

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: April 1, 2016 

By:  /s/ Joseph H. Fretz                                        

        Joseph H. Fretz 

        Secretary and Corporate Counsel

 

 

 

      

INDEX TO EXHIBITS

 

 

Exhibit Number

Description

   

10.1

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