M.D.C. HOLDINGS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated January 17, 2024, by and among SH Residential Holdings, LLC, Clear Line, Inc., solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 therein, Sekisui House, Ltd., and M.D.C. Holdings, Inc. (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), and approve the transactions contemplated thereby, including the merger of Clear Line, Inc. with and into M.D.C. Holdings, Inc. (the "Merger").

M.D.C. HOLDINGS INC.’s own tally for this item (“1. Merger Proposal – A proposal to adopt the Agreement and Plan of Merger, dated as of January 17, 2024, by and among SH Residential Holdings, LLC, Clear Line, Inc., solely for the purposes of Section 6.2, Section 6.17 a”): 66,212,122 for, 48,927 against — passed, per its Form 8-K filed April 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of the Company's stockholders at the Special Meeting.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 107 asset managers. See all 107 in the interactive database.

The 3 asset managers below reported 12,383 for, 43,002 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve any adjournment of the special meeting of stockholders of M.D.C. Holdings, Inc. (the "Special Meeting") from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the Merger or in the absence of a quorum, subject to and in accordance with the terms of the Merger Agreement.

The 104 asset managers below reported 1,186,968,823 for, 1,390,401 against, 70,026 abstained, 201 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.

The 2 asset managers below reported 5,783 for, 43,002 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS OF M.D.C. HOLDINGS,INC. (THE SPECIAL MEETING") FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER OR IN THE ABSENCE OF A QUORUM, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT. "

The 2 asset managers below reported 9,140 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by M.D.C. Holdings, Inc. to its named executive officers in connection with the Merger.

M.D.C. HOLDINGS INC.’s own tally for this item (“2. Merger-Related Compensation Proposal – A proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Me”): 21,469,533 for, 44,739,106 against — failed, per its Form 8-K filed April 2, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “This proposal did not receive the requisite vote of the Company's stockholders at the Special Meeting and was therefore not approved.”
Support: 32% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 2 managers: 5,783 against, 43,002 not voted.

Institutional-manager reports, all 3 managers: 52,087 against.