On May 21, 2012, M.D.C. Holdings, Inc. (the "Company") held its 2012 annual meeting of shareholders. The final results for each of the matters submitted to a vote of shareholders at the annual meeting were as follows:

(1) The following individuals were elected as Class III Directors of the Company to serve for three-year terms expiring in 2015:

                                    For       Withheld   Broker Non-Votes
            Raymond T. Baker     41,583,764    68,646       2,346,826
            David E. Blackford   40,823,403   829,007       2,346,826

(2) The Fourth Amendment to the M.D.C. Holdings, Inc. Amended Executive Officer Performance-Based Compensation Plan was approved:

For Against Abstain Broker Non-Votes 40,477,811 492,317 682,282 2,346,826

(3) In a non-binding advisory vote, the compensation of the Company's named executive officers was approved:

For Against Abstain Broker Non-Votes 29,997,224 10,774,740 880,446 2,346,826

(4) The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2012 fiscal year was approved:

For Against Abstain Broker Non-Votes 43,595,189 400,930 3,117 -

9.01(d) Exhibits

Exhibit No.       Description

10.1              Fourth Amendment to the M.D.C. Holdings, Inc. Amended Executive
                  Officer Performance-Based Compensation Plan