Form 8-K - Current report

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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): February 2, 2024

M.D.C. Holdings, Inc.

			(Exact name of registrant as specified in its charter)

Delaware			1-8951			84-0622967
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. employer identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237

			(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: [phone]

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

MDC

New York Stock Exchange

6% Senior Notes due January 2043

MDC 43

New York Stock Exchange

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 Arrangements of Certain Officers

On February 2, 2024, the Compensation Committee (the "Committee") of M.D.C. Holdings, Inc. (the “Company”) took the actions described below with respect to compensation of the executive officers of the Company. The awards are subject to the Clawback Policy adopted by the Company’s Board of Directors on July 24, 2023.

Executive Bonus for 2023 – Messrs. Mizel and Mandarich

Two of the Company’s executive officers, Larry A. Mizel, Executive Chairman, and David D. Mandarich, Chief Executive Officer, are eligible for awards under the Company’s 2018 Executive Officer Performance-Based Compensation Plan (as amended, the “2018 Performance-Based Plan”). The bonus payment established by the Committee that could be earned for 2023 under the 2018 Performance-Based Plan was subject to a $7.0 million dollar cap for Mr. Mizel and an $6.0 million cap for Mr. Mandarich.

The Committee determined that the 2023 goal established under the 2018 Performance-Based Plan for each executive had been achieved at the maximum level, thereby qualifying Mr. Mizel for a total bonus of $7.0 million and Mr. Mandarich for a total bonus of $6.0 million. The prior year, in light of economic conditions, the Committee exercised its discretion and reduced the cash awards to Mr. Mizel and Mr. Mandarich. This year, in light of the Company’s superior performance under the direction of Mr. Mizel and Mr. Mandarich, the Committee determined that an exercise of its discretion under the 2018 Performance-Based Plan was warranted to increase the bonus to be paid to each of Mr. Mizel and Mr. Mandarich by $1.0 million. Accordingly, the Committee awarded a total cash bonus for 2023 to Mr. Mizel of $8.0 million and a total cash bonus for 2023 to Mr. Mandarich of $7.0 million. The Committee made no award of restricted stock.

Executive Bonus for 2023 – Mr. Martin and Mr. Kaplan

The Committee determined that the Chief Financial Officer, Robert N. Martin, was entitled to an annual bonus for 2023 of a percentage of base pay based on his performance regarding Key Performance Indicators (“KPIs”) established for his position. Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Martin a performance bonus of $1.5 million payable in cash. The Compensation Committee also awarded Mr. Martin $2.0 million in cash in lieu of a restricted stock award, for a total cash payment of $3.5 million.

The Committee determined that the Company’s General Counsel, Michael L. Kaplan, was entitled to an annual bonus for 2023 of a percentage of base pay based on his performance regarding KPIs established for his position. Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Kaplan a performance bonus of $475,000 payable in cash.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data file (formatted in Inline XBRL)

2

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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:

February 6, 2024

By:

/s/ Joseph H. Fretz

Joseph H. Fretz

Vice President, Secretary and Corporate Counsel

3

Cover	Feb. 02, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 02, 2024
Entity Registrant Name	M.D.C. Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8951
Entity Tax Identification Number	84-0622967
Entity Address, Address Line One	4350 South Monaco Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	773-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000773141
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	MDC
Security Exchange Name	NYSE
Senior Notes, 6%, Due January 2043 [Member]
Document Information [Line Items]
Title of 12(b) Security	6% Senior Notes due January 2043
Trading Symbol	MDC 43
Security Exchange Name	NYSE

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