M.D.C. Holdings, Inc. (NYSE:MDC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF |
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(d) |
Appointment of a new director. |
On June 26, 2017, on the recommendation of the Corporate
Governance/Nominating Committee of M.D.C. Holdings, Inc. (the
Company), the Companys Board of Directors (the Board) increased
the number of directors on the Board from eight to nine and
appointed CourtneyL.Mizel as a Class III Director to fill the
vacancy on the Board, with a term expiring in 2018.
Ms. Mizel will be entitled to receive a monthly Board retainer of
$5,000 and Board meeting fees of $3,000 per meeting. She will
also be entitled to receive an annual option grant or, in lieu of
an option, a restricted stock award as described under 2016
Director Compensation in the Companys proxy statement filed on
March 1, 2017.
Also, as of June 26, 2017, the Company entered into an
Indemnification Agreement with Ms. Mizel in the form previously
filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
filed October 26, 2006. The Indemnification Agreement form
provides for indemnification to the fullest extent permitted by
law in the event the person was, is or becomes a party, witness
or other participant in a Claim (as defined in the
Indemnification Agreement) by reason of (or arising in part out
of) an Indemnifiable Event (as defined in the form of
Indemnification Agreement).
Ms. Mizel is the daughter of Larry A. Mizel, the Companys
Chairman of the Board and Chief Executive Officer.
A copy of the press release announcing Ms. Mizels appointment is
attached as Exhibit 99.1.
ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits | |
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Exhibit No. |
Description |
| 10.1 |
Form of Indemnification Agreement entered into between the Company and members of its Board of Directors (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed October 26, 2006). |
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| 99.1 | Press release dated June 27, 2017. |
MDC HOLDINGS INC ExhibitEX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm Exhibit 99.1 M.D.C. Holdings,…To view the full exhibit click here About M.D.C. Holdings, Inc. (NYSE:MDC)
M.D.C. Holdings, Inc. is engaged in two primary operations, such as homebuilding and financial services. The Company’s homebuilding operations consist of subsidiary companies that purchases finished lots or develop lots for the construction and sale primarily of single-family detached homes to first-time and first-time move-up homebuyers under the name Richmond American Homes. Its homebuilding operations consists of homebuilding divisions that the Company considers to be its operating segments. Its financial services operations consists of HomeAmerican Mortgage Corporation (HomeAmerican), Allegiant Insurance Company, Inc., StarAmerican Insurance Ltd., and American Home Insurance Agency, Inc. The Company’s operating segments include West (includes operating segments located in Arizona, California, Nevada and Washington); Mountain (includes operating segments located in Colorado and Utah), and East (includes operating segments located in Virginia, Florida and Maryland).