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): August 31, 2021
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: (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))
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 | 552676108 | New York Stock Exchange | |||||||||||||||
6% Senior Notes due January 2043 | 552676AQ1 | 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. ☐
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information in Item 5.02 is incorporated by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) On August 31, 2021, Leslie B. Fox resigned as a director M.D.C. Holdings, Inc. (the “Company”), effective as of such day. At the time of her resignation Ms. Fox served as a member of the Audit Committee of the Board of Directors (the “Board”) of the Company. Ms. Fox confirmed that she had no disagreement with the Company, the Board or any of the directors, officers or employees of the Company.
In connection with her resignation, Ms. Fox and the Company entered into a one-year consulting agreement (the “Consulting Agreement”), pursuant to which Ms. Fox will provide advice and insight to the Company with respect to its operations and industry conditions and developments as well as such other projects as she and the Company agree. The Consulting Agreement provides for monthly payments of $40,000 during its term. The Consulting Agreement contains confidentiality, non-solicitation and other usual and customary provisions.
A copy of the Consulting Agreement is filed as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number | Description | |||||||
10.1 | ||||||||
104 | Cover Page Interactive Data file (formatted in Inline XBRL) |
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: | September 1, 2021 | By: | /s/ Robert N. Martin | |||||||||||
Robert N. Martin | ||||||||||||||
Senior Vice President and Chief Financial Officer |
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