UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Date of Report (Date of Earliest Event Reported): December 29, 2006

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)

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

Not Applicable

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:

		o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

ITEM 5.02		DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

SIGNATURES

ITEM 5.02		DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

On December 29, 2006, the Compensation Committee of M.D.C. Holdings, Inc. (the “Company”) took the actions described below with respect to compensation of the Company’s executive officers. These executive officers are expected to be listed as “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K) in the Summary Compensation Table to be set forth in the Proxy Statement for the Company’s 2007 Annual Meeting of Shareowners.

WITH REGARD TO LARRY A MIZEL,
CHAIRMAN AND CEO

	1.		Determined, pursuant to Paragraph C of Article III of the M.D.C. Holdings, Inc. Executive Officer Performance-Based Compensation Plan, as amended (the “Performance-Based Compensation Plan”), that the bonus to Larry A. Mizel, Chairman of the Board of Directors and Chief Executive Officer, for fiscal year 2006 shall be the calculated amount under the Performance-Based Compensation Plan.
	2.		Granted to Mr. Mizel stock options covering 180,000 shares (one option for 90,000 shares and a second option for 90,000 shares) of common stock of the Company under the Company’s 2001 Equity Incentive Plan approved by the Company’s shareowners in 2001 and evidenced by the form of 2001 Equity Incentive Plan Non-Qualified Stock Option Certificate filed as Exhibit 10.10 with the Company’s Form 10-K for the fiscal year ended December 31, 2004. The options become exercisable as to 33-1/3% of the shares on each of the third, fourth and fifth anniversary dates of the grant. The exercise price for the 90,000 shares covered by the first option is equal to the closing price of the Company’s common stock on the date of grant (December 29, 2006). The exercise price for the 90,000 shares covered by the second option is equal to 110% of the closing price of the Company’s common stock on the date of grant. The closing price on December 29, 2006 was $57.05.
	3.		Confirmed that Mr. Mizel’s base salary shall remain at $1,000,000 for fiscal year 2007.

WITH REGARD TO DAVID D. MANDARICH,
PRESIDENT AND COO

	1.		Determined, pursuant to Paragraph C of Article III of the Performance-Based Compensation Plan, that the bonus to David D. Mandarich, President and Chief Operating Officer, for fiscal year 2006 shall be the calculated amount under the Performance-Based Compensation Plan.
	2.		Granted to Mr. Mandarich stock options covering 180,000 shares (one option for 90,000 shares and a second option for 90,000 shares) of common stock of the Company under the Company’s 2001 Equity Incentive Plan approved by the Company’s shareowners in 2001 and evidenced by the form of 2001 Equity Incentive Plan Non-Qualified Stock Option Certificate filed as Exhibit 10.10 with the Company’s Form 10-K for the fiscal year ended December 31, 2004. The options become exercisable as to 33-1/3% of the shares on each of the third, fourth and fifth anniversary dates of the grant. The exercise price for the 90,000 shares covered by the first option is equal to the closing price of the Company’s common stock on the date of grant (December 29, 2006). The exercise price for the 90,000 shares covered by the second option is equal to 110% of the closing price of the Company’s common stock on the date of grant. The closing price on December 29, 2006 was $57.05.
	3.		Confirmed that Mr. Mandarich’s base salary shall remain at $830,000 for fiscal year 2007.

WITH REGARD TO PARIS G. REECE III,
EXECUTIVE VICE PRESIDENT AND CFO

1.

Awarded a discretionary cash bonus for fiscal year 2006 to Paris G. Reece III, Executive Vice President, Chief Financial Officer and Principal Accounting Officer, in the amount of $870,000.

	2.		Awarded Mr. Reece $50,000 in shares of restricted stock of the Company under the Company’s 2001 Equity Incentive Plan, approved by the Company’s shareowners in 2001 and evidenced by the form of 2001 Equity Incentive Plan Restricted Stock Agreement filed as Exhibit 10.11 with the Company’s Form 10-K for the fiscal year ended December 31, 2004. This award was valued at $57.05 per share, the closing price of the Company’s common stock on December 29, 2006, the date of the award. The restrictions on the awarded shares will lapse as to 25% of such shares per year over four years, commencing on the first anniversary of the date of the award.
	3.		Granted Mr. Reece a stock option covering 70,000 shares of common stock of the Company under the Company’s 2001 Equity Incentive Plan, approved by the Company’s shareowners in 2001, and evidenced by the form of 2001 Equity Incentive Plan Non-Qualified Stock Option Certificate filed as Exhibit 10.10 with the Company’s Form 10-K for the fiscal year ended December 31, 2004. The option becomes exercisable as to 33-1/3% of the shares on each of the third, fourth and fifth anniversary dates of the grant. The exercise price for the option is equal to the closing price of the Company’s common stock on the date of grant (December 29, 2006). The closing price on that date was $57.05.
	4.		Approved a base salary of $440,000 for Mr. Reece for fiscal year 2007.

WITH REGARD TO MICHAEL TOUFF,
SENIOR VICE PRESIDENT AND GENERAL COUNSEL

	1.		Authorized a discretionary cash bonus for fiscal year 2006 to Michael Touff, Senior Vice President and General Counsel, in the amount of $375,000.
	2.		Awarded Mr. Touff $25,000 in shares of restricted stock of the Company under the Company’s 2001 Equity Incentive Plan, approved by the Company’s shareowners in 2001 and evidenced by the form of 2001 Equity Incentive Plan Restricted Stock Agreement filed as Exhibit 10.11 with the Company’s Form 10-K for the fiscal year ended December 31, 2004. This award was valued at $57.05 per share, the closing price of the Company’s common stock on December 29, 2006, the date of the award. The restrictions on the awarded shares will lapse as to 25% of such shares per year over four years, commencing on the first anniversary of the date of the award.
	3.		Granted Mr. Touff a stock option covering 30,000 shares of common stock of the Company under the Company’s 2001 Equity Incentive Plan, approved by the Company’s shareowners in 2001 and evidenced by the form of 2001 Equity Incentive Plan Non-Qualified Stock Option Certificate filed as Exhibit 10.10 with the Company’s Form 10-K for the fiscal year ended December 31, 2004. This option becomes exercisable as to 33-1/3% of the shares on each of the third, fourth and fifth anniversary dates of the grant. The exercise price of the option is equal to the closing price of the Company’s common stock on the date of grant (December 29, 2006). The closing price on that date was $57.05.
	4.		Approved a base salary of $353,000 for Mr. Touff for fiscal year 2007.

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.