Additional Proxy Soliciting Materials (definitive) (defa14a)
05 März 2020 - 5:01PM
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. )
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☒ 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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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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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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Aggregate number of securities to which transaction applies:
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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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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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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.
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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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