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



(e)  On April 17, 2023, M.D.C. Holdings, Inc. (the "Company") held its 2023
Annual Meeting of Shareholders (the "2023 Annual Meeting") at which the
Company's shareholders approved a First Amendment to the M.D.C. Holdings, Inc.
2021 Equity Incentive Plan (the "2021 Equity Incentive Plan"). The Amendment 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 Amendment became
effective as of the date of such shareholder approval - April 17, 2023.

The Amendment increased the number of shares of Common Stock available under the
plan by an additional three million (3,000,000) shares. The material features of
the 2021 Equity Incentive Plan are described in the section entitled "Proposal
Four - Approval of an Amendment to the M.D.C. Holdings, Inc. 2021 Equity
Incentive Plan" appearing on pages 72-77 of the Company's definitive Proxy
Statement on Schedule 14A filed on March 1, 2023 in connection with the 2023
Annual Meeting, which description is incorporated herein by reference. Copies of
the Amendment and the 2021 Equity Plan, as amended, are filed as Exhibit 10.1
and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On April 17, 2023, the Company held its 2023 Annual Meeting of Shareholders.
There were 73,088,618 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 2023 Annual Meeting were as follows:

(1) Election of four Class II Directors of the Company to serve for three-year terms expiring in 2026:



                          For            Withheld        Broker Non-Votes
Rafay Farooqui         62,208,819           785,842         3,782,927
David D. Mandarich     61,153,442         1,841,219         3,782,927
Paris G. Reece III     48,701,664        14,292,997         3,782,927
David Siegel           43,859,195        19,135,466         3,782,927



(2)   A non-binding advisory vote, to approve the compensation of the Company's
named executive officers:

     For            Against         Abstain        Broker Non-Votes
  28,200,147       34,511,967       282,547           3,782,927



(3)   A non-binding advisory vote, as to whether a non-binding advisory vote on
the compensation of the Company's named executive officers should occur every
one, two or three years:
  One Year       Two Years      Three Years        Abstain        Broker Non-Votes
 57,955,382       71,829         4,841,369         126,081           3,782,927

(4) Approval of an amendment to the M.D.C. Holdings, Inc. 2021 Equity Incentive Plan to increase the shares authorized for issuance under the plan:


     For            Against         Abstain        Broker Non-Votes
  45,184,885       17,739,182       70,594            3,782,927

(5) Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2023 fiscal year:


     For            Against        Abstain        Broker Non-Votes
  65,865,191        864,916        47,481               ---



                                       2

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(d)  On April 17, 2023, the Company's Board of Directors determined that the
Company will continue to hold advisory say-on-pay votes on an annual basis until
the earlier of the next vote on the frequency of such say-on-pay votes or the
Board's determination, in its discretion, that it is appropriate to hold such
votes on a less frequent basis.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)   Exhibits

Exhibit Number                   Description

                                   First Amendment to the M.D.C. Holdings, Inc. 2021 Equity Incentive
10.1                             Plan
10.2                               M.D.C. Holdings, Inc. 2021 Equity Incentive Plan (as amended)
99.1                               The section entitled "Proposal Four - Approval of an Amendment to
                                 the M.D.C. Holdings, Inc. 2021 Equity Incentive Plan" appearing on
                                 pages 72-77 of the Company's definitive Proxy Statement on Schedule
                                 14A (incorporated by reference to the Company's definitive Proxy
                                 Statement filed on March 1, 2023).  *
104                              Cover Page Interactive Data file (formatted in Inline XBRL)


____________________
*Incorporated by reference.

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