to the

Vote of the Week: MDC Holdings support up 38% from 2011

MDC Holdings’ Say on Pay vote result increased 38%, from 34% to 72%, after failing in 2011. MDC Holdings made significant adjustments to its incentive programs and reduced CEO pay following its failed vote in 2011; however, proxy advisors expressed concern over some legacy pay elements.

Pay and Performance Background

Negative EBIT for five consecutive years, although performance has been improving

Pay Program

Long term incentives historically granted through options, with restricted shares earned under the annual incentive plan

Changes Following 2011 Vote

Other changes include: switched change-in-control provision from single-trigger to double-trigger and increased threshold percentage to trigger a change in control from 20% to 50%, added stock ownership guidelines, expressly authorized Compensation Committee to exercise negative discretion with respect to annual incentive payouts

Other Meaningful Factors

Proxy advisors take issue with stock price performance and fixed pay components in the plan, as well as the value of the CEO’s retirement benefit

Investor Outreach