ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(d) Appointment of a new director



On January 24, 2022, on the recommendation of the Corporate
Governance/Nominating Committee of M.D.C. Holdings, Inc. (the "Company"), the
Company's Board of Directors (the "Board") appointed Janice Sinden as a Class I
Director to fill the vacancy on the Board, with a term continuing until the
Company's 2022 Annual Meeting of Shareholders, at which time she will stand for
election by the Company's shareholders. The Board determined that Ms. Sinden is
independent under the rules of the Securities and Exchange Commission, the New
York Stock Exchange (the "NYSE") and the Company's standards of independence and
that, in the Board's business judgment, Ms. Sinden is "financially literate" as
provided in the rules of the NYSE. There is no arrangement or understanding
between Ms. Sinden and the Company or any other person pursuant to which she was
appointed as a director. The Company is not aware of any transaction in which
Ms. Sinden has an interest requiring disclosure under Item 404(a) of Regulation
S-K. Ms. Sinden has not been appointed to any committees of the Board. The
addition of Ms. Sinden to the Board brings the number of outside members serving
on the Board to eight.

Mr. Sinden 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 "2020 Director Compensation" in the Company's proxy statement
filed on March 2, 2021.

Also, as of January 24, 2022, the Company and Ms. Sinden entered into the
Company's standard form of Indemnification Agreement for outside directors in
the form previously filed as Exhibit 10.1 to the Company's Current Report on
Form 8­K filed October 26, 2006.

A copy of the press release announcing Ms. Sinden's appointment is attached as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)   Exhibits

Exhibit Number                   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 Company's Current

Report on Form 8-K filed October


                                 26, 2006).

99.1                               Press release dated January 25, 2022.

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

© Edgar Online, source Glimpses