Additional Proxy Soliciting Materials (definitive) (defa14a)
05 März 2020 - 05:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
☒ Filed by the
Registrant
☐ Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to 240.14a-12
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M.D.C. Holdings, Inc.

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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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registration statement number, or the Form or Schedule and the date
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(1)
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Amount Previously Paid:
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(2)
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Explanatory Note
The second and third paragraphs under “Outcomes Reflect Alignment
with Performance” on page 37 of our Proxy Statement filed on
February 25, 2020, did not note that the Adjusted Pre-Tax Diluted
EPS target goal was adjusted to reflect the 2019 stock dividend and
that the targets represent performance at or above the actual 2018
performance. The second and third paragraphs, as clarified, are set
forth below:
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Adjusting for the 2019 stock dividend, the targets set forth below
represent performance at or above our actual 2018 performance.
Home Sale Revenues |
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Bonus
(thousands)
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Goal
(billions)
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Adjusted Pre-Tax
EPS
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Bonus
(thousands)
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Goal |
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Target
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$1,300 |
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$2.981 |
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Target |
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$1,300 |
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$4.74 |
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Threshold
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$800 |
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$2.700 |
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Threshold |
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$800 |
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$3.07 |
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Net New
Orders |
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Bonus
(thousands)
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Goal
(homes)
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Adjusted
EBITDA
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Bonus
(thousands)
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Goal
($ in millions)
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Target |
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$1,300 |
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6,200
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Target |
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$1,500 |
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$398 |
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Threshold |
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$800 |
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5,974
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Threshold |
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$1,000 |
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$284 |
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The appropriateness of the categories selected for 2019, along with
target and threshold goal amounts, were carefully considered by the
Compensation Committee given the Company’s emphasis on prioritizing
growth, risk management, financial stability and pursuit of
long-term value. Specifically, with respect to the Home Sale
Revenues, Adjusted Pre-Tax Diluted EPS, Net New Orders and EBITDA
goals, the minimum and target performance criteria were established
based on the prior year actual performance as well as the 2019
Business Plan. Adjusting for the 2019 stock dividend, the target
goals represent performance at or above our actual 2018
performance. Bonuses earned for each metric were adjusted on a
pro-rata basis if actual results were between Threshold and
Target.
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