mdc20181210_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): December 10, 2018

 

  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))

 

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 Plans

 

On December 10, 2018, the Board of Directors of M.D.C. Holdings, Inc. (the “Company”) approved the M.D.C. Holdings, Inc. 2018 Executive Officer Performance-Based Compensation Plan (the “2018 Performance-Based Plan”) that was restated to reflect the recent amendments to Section 162(m) of the Internal Revenue Code. The 2018 Performance-Based Plan continues to provide for a broad range of incentive criteria and the adoption of performance goals for the Company’s senior executive officers, Messrs. Larry A. Mizel and David D. Mandarich. The 2018 Performance-Based Plan, which is filed with this current report, is incorporated by reference.

 

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

   

(d)

Exhibits

 

EXHIBIT INDEX

 

Exhibit No.

Description
   

10.1

The M.D.C. Holdings, Inc. 2018 Executive Officer Performance-Based Compensation Plan

 

 

 

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: December 11, 2018

By:

/s/ Joseph H. Fretz

 

 

 

Joseph H. Fretz

 

 

 

Secretary and Corporate Counsel

 

 

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