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MDC > SEC Filings for MDC > Form 8-K on 21-Mar-2013All Recent SEC Filings

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Form 8-K for MDC HOLDINGS INC


21-Mar-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


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 March 18, 2013, at the 2013 annual meeting of shareholders of M.D.C. Holdings, Inc. (the "Company"), the shareholders approved the M.D.C. Holdings, Inc. 2013 Executive Officer Performance-Based Compensation Plan (the "2013 Performance-Based Plan") to be used by the Compensation Committee in establishing annual performance objectives and goals for the Company's senior executive officers, Messrs. Larry A. Mizel and David D. Mandarich. The 2013 Performance-Based Plan is designed to reflect a broader range of incentive criteria and permit the adoption of performance goals that are appropriate under current and future economic conditions. Payments under the plan are intended to qualify as "performance-based" compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and to be deductible by the Company for federal income tax purposes if other requirements for deductibility are met. The Compensation Committee had previously adopted the plan subject to shareholder approval. A description of the 2013 Performance-Based Plan was included in the Company's Proxy Statement filed on February 6, 2013, under Proposal Two, which description is incorporated by reference.

Also at the annual meeting of shareholders held on March 18, 2013, the shareholders approved an amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan, increasing the number of shares of Common Stock available under the plan by an additional 1,000,000 shares. The Company's Board of Directors previously approved the amendment on January 21, 2013, subject to shareholder approval. A description of the amendment was included in the Company's Proxy Statement filed on February 6, 2013, under Proposal Three, which description is incorporated by reference.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.       Description

10.1              The M.D.C. Holdings, Inc. 2013 Executive Officer
                  Performance-Based Compensation Plan (incorporated by reference to
                  Exhibit 10.1 of the Company's Current Report on Form 8-K filed
                  March 19, 2013).

10.2              First Amendment to the M.D.C. Holdings, Inc. 2011 Equity
                  Incentive Plan (incorporated by reference to Exhibit 10.2 of the
                  Company's Current Report on Form 8-K filed March 19, 2013).


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