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
OnJanuary 24, 2022 , on the recommendation of theCorporate Governance/Nominating Committee of M.D.C. Holdings , Inc. (the "Company"), the Company's Board of Directors (the "Board") appointedJanice 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 thatMs. Sinden is independent under the rules of theSecurities and Exchange Commission , theNew 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 betweenMs. 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 whichMs. 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 ofMs. 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 onMarch 2, 2021 . Also, as ofJanuary 24, 2022 , the Company andMs. 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 filedOctober 26, 2006 .
A copy of the press release announcing
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 datedJanuary 25, 2022 . 104 Cover Page Interactive Data file (formatted in Inline XBRL)
© Edgar Online, source