UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 26, 2017

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:

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. ☐

On June 26, 2017, on the recommendation of the Corporate Governance/Nominating Committee of M.D.C. Holdings, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) increased the number of directors on the Board from eight to nine and appointed Courtney L. Mizel as a Class III Director to fill the vacancy on the Board, with a term expiring in 2018.

Ms. Mizel will be entitled to receive a monthly Board retainer of $5,000 and Board meeting fees of $3,000 per meeting. She will also be entitled to receive an annual option grant or, in lieu of an option, a restricted stock award as described under “2016 Director Compensation” in the Company’s proxy statement filed on March 1, 2017.

Also, as of June 26, 2017, the Company entered into an Indemnification Agreement with Ms. Mizel in the form previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 26, 2006. The Indemnification Agreement form provides for indemnification to the fullest extent permitted by law in the event the person was, is or becomes a party, witness or other participant in a Claim (as defined in the Indemnification Agreement) by reason of (or arising in part out of) an Indemnifiable Event (as defined in the form of Indemnification Agreement).

Ms. Mizel is the daughter of Larry A. Mizel, the Company’s Chairman of the Board and Chief Executive Officer.

A copy of the press release announcing Ms. Mizel’s appointment is attached as Exhibit 99.1.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

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.

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Exhibit Index