ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

M.D.C. Holdings, Inc. 2020 Equity Plan for Non-Employee Directors

On April 20, 2020, M.D.C. Holdings, Inc. (the "Company") held its 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting") at which the Company's shareholders approved an amendment and restatement of the M.D.C. Holdings, Inc. 2011 Stock Option Plan for Non-Employee Directors renamed as the M.D.C. Holdings, Inc. 2020 Equity Plan for Non-Employee Directors (the "2020 Director Equity Plan"). The 2020 Director Equity Plan had been previously recommended for approval by the Company's Compensation Committee of the Board of Directors and previously approved by the Company's Board of Directors, in each case, subject to shareholder approval. The 2020 Director Equity Plan became effective as of the date of such shareholder approval - April 20, 2020.

In addition to the plan being renamed, the 2020 Director Equity Plan, among other things, increased the number of shares covered by the annual grant of each stock option (without increasing the total number of shares authorized under the plan) to reflect, on a going forward basis, the three stock dividends since the first effective date of the plan.

The material features of the 2020 Director Equity Plan are described in the section entitled "Proposal Three - Approval of Amendment and Restatement of the M.D.C. Holdings, Inc. 2020 Equity Plan for Non-Employee Directors" appearing on pages 61-68 of the Company's definitive Proxy Statement on Schedule 14A filed on February 25, 2020 in connection with the 2020 Annual Meeting, which description is incorporated herein by reference. A copy of the 2020 Directory Equity Plan, as restated, is filed as Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 20, 2020, the Company held its 2020 Annual Meeting. There were 63,052,543 shares of common stock entitled to vote at the meeting. The final voting results for each of the proposals submitted to a vote of shareholders at the 2020 Annual Meeting were as follows:





  (1) Election of three Class II Directors of the Company to serve for three-year
      terms expiring in 2023:




                      For        Withheld    Broker Non-Votes

David D. Mandarich 51,783,317 2,983,769 3,071,182 Paris G. Reece III 42,048,614 12,718,472 3,071,182 David Siegel 42,360,189 12,406,897 3,071,182






  (2) Approval, in a non-binding advisory vote, of the compensation of the
      Company's named executive officers:




   For        Against      Abstain    Broker Non-Votes
41,028,619   11,780,573   1,957,894      3,071,182




  (3) Approval of the amended and restated 2020 Director Equity Plan:




   For        Against    Abstain   Broker Non-Votes
52,039,560   2,679,649   47,877       3,071,182




                                       2

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  (4) Ratification of the selection of Ernst & Young LLP as the Company's
      independent registered public accounting firm for the 2020 fiscal year:




   For       Against   Abstain
56,979,036   823,703   35,529

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS






(d) Exhibits



Exhibit Number Description

10.1             M.D.C. Holdings, Inc. 2020 Equity Plan for Non-Employee
               Directors (as amended and restated)

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

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