UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-8951		84-0622967
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification no.)

(Address of principal executive offices) (Zip code)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 26, 2010, M.D.C. Holdings, Inc. (the “Company”) held its 2010 annual meeting of shareowners. The final results for each of the matters submitted to a vote of shareowners at the annual meeting were as follows:

(1)

The following individuals were elected as Class 1 Directors of the Company to serve for three-year terms expiring in 2013:

		Votes For				Votes Withheld				Broker Non-Votes
Michael A. Berman			41,635,710				918,977				2,371,576
Herbert T. Buchwald			41,489,881				1,064,806				2,371,576
Larry A. Mizel			41,676,227				878,460				2,371,576

(2)

The shareowners did not approve a shareowner proposal regarding the Chairman and CEO positions. The results of the vote were as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
9,420,959		33,119,130		14,598		2,371,576

(3)

The shareowners approved the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2010 fiscal year. The results of the vote were as follows:

Votes For		Votes Against		Abstain
44,599,429		317,869		8,965

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.