COMPENSATION OF DIRECTORS
The Board annually reviews and determines the compensation for our
non-employee
directors taking into
account the recommendations of the Compensation Committee. In connection with this review and determination, the Board and the Compensation Committee consider the compensation paid to the
non-employee
directors of companies within our Peer Group, the current facts and circumstances relating to our business and our past practices. The Board believes that
(1) non-employee
director compensation should be
generally competitive with companies in our Peer Group to ensure that we attract and retain qualified
non-employee
directors and (2) the compensation of our
non-employee
directors should include a combination of cash and equity-based compensation to align the interests of our
non-employee
directors and our shareholders. The
Board does not have a
pre-established
policy or target for the allocation between cash and equity-based compensation and, instead, determines the mix of compensation based on what it believes is most
appropriate under the circumstances. The Compensation Committee approves all equity-based compensation granted to the
non-employee
directors.
For the 2018 fiscal year, each
non-employee
director (other than the Lead Independent Director and
Chairman of the Compensation Committee, the Chairman of the Audit Committee and the Chairman of the Nominating and Governance Committee) received an annual retainer of $75,000 (an increase of $5,000 from the 2017 fiscal year) as payment for his or
her service on the Board and any of its committees. The Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Nominating and Governance Committee received an annual retainer of $110,000, $95,000 and
$90,000, respectively (in each case an increase of $10,000 from the 2017 fiscal year), and the Lead Independent Director (who also serves as the Chairman of the Compensation Committee) received an additional $20,000 (an increase of $5,000 from the
2017 fiscal year). All retainers are paid in equal quarterly installments after each quarterly Board meeting.
Non-employee
directors may defer payment of their retainer fees pursuant to the Director Deferred
Compensation Plan. See footnote (1) to the Director Compensation Table below for a description of this plan. For 2018, each
non-employee
director also received a grant of 3,500 director stock units (an
increase of 500 from the 2017 fiscal year) under the 2018 LTIP. Pursuant to the 2018 LTIP, all director stock units will be settled in Common Shares upon the directors separation of service from the Company. Any dividends paid with respect to
our Common Shares after the grant date of director stock units will accrue and be added to the director stock units and will be paid in Common Shares upon separation of service. The Board made the foregoing changes to the 2018
non-employee
director compensation program upon the recommendation of the Compensation Committee. In making its recommendation, the Compensation Committee reviewed and considered competitive data provided by Pearl
Meyer regarding the
non-employee
director compensation for companies in our Peer Group. Such competitive data indicated that our
non-employee
director cash compensation
ranked in the 26
th
percentile of our Peer Group and our
non-employee
director equity compensation ranked in the 11
th
percentile of our Peer Group. The Compensation Committee also considered the input of Pearl Meyer.
For the 2019 fiscal year, we currently intend for the compensation program for our
non-employee
directors to be the same as the compensation program for our
non-employee
directors for the 2018 fiscal year, except that we intend for each
non-employee
director to
receive a grant of 4,000 director stock units (an increase of 500 from the 2018 fiscal year) under the 2018 LTIP. The Board made the foregoing change upon the recommendation of the Compensation Committee. In making its recommendation, the
Compensation Committee reviewed and considered competitive data provided by Pearl Meyer regarding the
non-employee
director compensation for companies in our Peer Group. The Compensation Committee also
considered the input of Pearl Meyer. The Compensation Committee generally awards all grants of director stock units at its meeting held immediately following the Companys annual meeting of shareholders, and we do not have any program, plan or
practice to time the grant of equity-based awards with the release of material
non-public
information.
Director Compensation Table for 2018
The following table summarizes the total compensation for the fiscal year ended December 31, 2018 for each of the Companys
non-employee
directors. Robert H. Schottenstein, Phillip G. Creek and J. Thomas Mason
51
are not included in this table because they were employees of the Company during the 2018 fiscal year and received no additional compensation for their services as directors. The compensation
received by Messrs. Schottenstein, Creek and Mason as employees of the Company is shown in the Summary Compensation Table on page 41 of this Proxy Statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
($)
(1)
|
|
|
Stock
Awards
($)
(2)
|
|
|
Total
($)
|
|
Friedrich K.M. Böhm
|
|
|
115,000
|
|
|
|
108,465
|
|
|
|
223,465
|
|
William H. Carter
|
|
|
110,000
|
|
|
|
108,465
|
|
|
|
218,465
|
|
Michael P. Glimcher
|
|
|
75,000
|
|
|
|
108,465
|
|
|
|
183,465
|
|
Nancy J. Kramer
|
|
|
75,000
|
|
|
|
108,465
|
|
|
|
183,465
|
|
Norman L. Traeger
|
|
|
90,000
|
|
|
|
108,465
|
|
|
|
198,465
|
|
Sharen Jester Turney
(3)
|
|
|
75,000
|
|
|
|
108,465
|
|
|
|
183,465
|
|
(1)
|
The amounts shown reflect the annual retainers earned by our
non-employee
directors for the 2018 fiscal year. Pursuant to the Director Deferred Compensation Plan, each of our
non-employee
directors may elect to defer to a later
date the payment of all or any portion of the retainer fees received for serving as a director. The deferred fees are credited to the
non-employee
directors deferred compensation account on the date of
payment, where the fees are converted into that number of whole phantom stock units determined by dividing the amount of the deferred fees by the closing price of our Common Shares on the NYSE on such date. Each
non-employee
directors deferred compensation account is credited in an amount equal to any cash dividends paid on our Common Shares based on the phantom stock units held by the
non-employee
director at the time the cash dividends are declared. The amount so credited for dividends is also converted into phantom stock units. The phantom stock units held by a
non-employee
director are distributed in the form of whole Common Shares within 60 days of the earlier of the date specified by the
non-employee
director in his or her
deferral notice or the date the
non-employee
director no longer serves as a director. The Board believes that, by encouraging ownership of our Common Shares, the Director Deferred Compensation Plan aligns the
interests of our
non-employee
directors with the interests of our shareholders. For more information concerning the Director Deferred Compensation Plan, including the number of Common Shares held by our
non-employee
directors pursuant to the Director Deferred Compensation Plan, see Principal Shareholders on page 20 of this Proxy Statement.
|
(2)
|
The amounts shown reflect the aggregate grant date fair value of the director stock unit awards granted to our
non-employee
directors under the 2018 LTIP during the 2018 fiscal year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 2 to the
Companys audited consolidated financial statements for the fiscal year ended December 31, 2018, included in the Companys 2018 Form
10-K.
The 3,500 director stock units granted to each of the
non-employee
directors on May 8, 2018 (which were the only equity awards granted to the
non-employee
directors during the 2018 fiscal year) had a grant date fair value of
$30.99 per unit (based on the closing price of our Common Shares on the NYSE on the date of grant). For the 2006, 2007 and 2008 fiscal years, we granted annual director stock unit awards to the
non-employee
directors under the 2006 Director Plan. In connection with our shareholders approval of the adoption of the 2009 LTIP, we terminated the 2006 Director Plan (although outstanding awards under the 2006 Director Plan remain in effect in
accordance with their respective terms). For the 2009 through 2017 fiscal years, we granted annual director stock unit awards to the
non-employee
directors under the 2009 LTIP. In connection with our
shareholders approval of the adoption of the 2018 LTIP, we terminated the 2009 LTIP (although outstanding awards under the 2009 LTIP remain in effect in accordance with their respective terms). The outstanding director stock units under the
2018 LTIP, the 2009 LTIP and the 2006 Director Plan contain substantially the same terms. As of December 31, 2018, Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Nancy J. Kramer, Norman L. Traeger and Sharen Jester Turney
held 23,527, 16,500, 15,500, 9,000, 23,527 and 17,500 director stock units pursuant to the 2018 LTIP, the 2009 LTIP and/or the 2006 Director Plan, respectively.
|
(3)
|
Ms. Turney served as a director of the Company until her retirement as a director effective
February 8, 2019. Elizabeth K. Ingram was appointed to the Board, effective February 8, 2019, to fill the vacancy created by the retirement of Ms. Turney.
|
52
AUDIT COMMITTEE MATTERS
Audit Committee Report
Purpose.
The primary purpose of the Audit Committee is to assist the Board in its oversight of: (1) the integrity of the Companys consolidated financial statements and internal control over financial reporting; (2) the Companys
compliance with legal and regulatory requirements; (3) the Companys independent registered public accounting firms qualifications, independence and performance; and (4) the performance of the Companys internal audit
function. The specific duties of the Audit Committee are set forth in its charter.
Responsibility.
Management is responsible for
the Companys internal controls, preparing the Companys consolidated financial statements and a report on managements assessment of the effectiveness of internal control over financial reporting. The Companys independent
registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and issuing a report thereon, as well as for auditing the effectiveness of internal control over financial reporting. The
independent registered public accounting firms audits are performed in accordance with the standards of the Public Company Accounting Oversight Board (the PCAOB). The Audit Committee is responsible for overseeing the conduct of
these activities and appointing the Companys independent registered public accounting firm. In performing its oversight function, the Audit Committee relies, without independent verification, on the information provided to it and
representations made by management and the independent registered public accounting firm.
Meetings.
During the 2018 fiscal year,
the Audit Committee met eight times with the Companys senior financial management, including the internal auditors, and Deloitte & Touche LLP (D&T), the Companys independent registered public accounting firm, and
discussed the Companys interim and fiscal year financial information prior to public release.
Auditor Independence.
In
fulfilling its oversight responsibility as to the audit process, the Audit Committee: (1) obtained from D&T a formal written statement describing all relationships between D&T and the Company that might bear on D&Ts
independence consistent with PCAOB Rules 3520 & 3526; (2) discussed with D&T any relationships that may impact D&Ts objectivity and independence; and (3) satisfied itself as to D&Ts independence.
Auditor Required Communications.
The Audit Committee reviewed and discussed with management, the internal auditors and D&T the
quality and adequacy of the Companys internal control over financial reporting. In addition, the Audit Committee reviewed and discussed with D&T all communications required by generally accepted auditing standards, including those matters
described in Auditing Standard 1301, Communication with Audit Committees, and Generally Accepted Auditing Standards, as adopted by the PCAOB in Rule 3100. The Audit Committee discussed and reviewed the results of D&Ts audit of the
consolidated financial statements with and without management present. The Audit Committee also reviewed and discussed the results of the Companys internal audits conducted throughout the year.
Annual Financial Statements and Internal Controls.
The Audit Committee reviewed and discussed the audited consolidated financial
statements of the Company as of and for the fiscal year ended December 31, 2018 with management and D&T. Management has represented to the Audit Committee that the audited consolidated financial statements were prepared in accordance with
generally accepted accounting principles, consistently applied. The Audit Committee also reviewed, and discussed with management and D&T, managements report and D&Ts report and attestation on internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
Conclusion.
Based on the Audit Committees
reviews and discussions with management and D&T noted above, the Audit Committee recommended to the Board (and the Board approved) that the Companys audited
53
consolidated financial statements be included in the Companys 2018 Form
10-K
that was filed with the SEC on February 22, 2019.
Audit Committee:
William H. Carter (Chairman)
Friedrich K.M. Böhm
Norman L. Traeger
54
Independent Registered Public Accounting Firm Fees
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm for the fiscal
years ended December 31, 2018 and December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Audit Fees
|
|
$
|
806,000
|
|
|
$
|
785,000
|
|
Audit-Related Fees
|
|
|
371,300
|
|
|
|
236,000
|
|
Tax Fees
|
|
|
43,250
|
|
|
|
47,250
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,220,550
|
|
|
$
|
1,068,250
|
|
Audit Fees
for the fiscal years ended December 31, 2018 and 2017 consisted of fees for
professional services rendered for the audits of the annual consolidated financial statements of the Company and quarterly reviews of the condensed consolidated financial statements included in the Companys Quarterly Reports on Form
10-Q.
In addition, the fees included $180,000 in 2018 and $175,000 in 2017 for the performance of audits of the Companys assessment of internal control over financial reporting.
Audit-Related Fees
for the fiscal years ended December 31, 2018 and 2017 consisted of fees for annual audits of M/I Financial as
well as assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and review of the Companys conclusions with respect to various accounting matters and fees
related to our 2018 acquisition of the homebuilding assets and operations of Pinnacle Homes and our 2017 debt issuance.
Tax Fees
for the fiscal years ended December 31, 2018 and 2017 consisted of fees for the review of our federal and state tax returns. In addition, the fees for the years ended December 31, 2018 and 2017 included fees for a special
tax-related
study.
Policy on Audit Committee
Pre-Approval
of Audit and
Permissible
Non-Audit
Services
The Audit Committee has adopted the following policy with
respect to engagement of the Companys independent registered public accounting firm to perform services for the Company:
Annually,
the independent registered public accounting firm will provide the Audit Committee with an engagement letter outlining the scope of the audit and permissible
non-audit
services proposed to be performed during
the fiscal year, together with a schedule of fees for such services, for approval.
In addition to reviewing and approving the engagement
letter, the Audit Committee will annually
pre-approve
a list of audit services (not covered by the audit engagement letter) and permissible audit-related services, tax services and other services as well as a
range of fees for those services. Any services rendered by the independent registered public accounting firm during that fiscal year will be considered
pre-approved
by the Audit Committee provided that the
services rendered fall within the list of
pre-approved
services and the fees do not exceed the
pre-approved
fees. To ensure prompt handling of unexpected matters, the
Audit Committee has delegated to its Chairman the authority to amend or modify the list of
pre-approved
permissible audit and
non-audit
services and fees. The Chairman
will report any action taken to the Audit Committee at its next meeting. The Audit Committee is regularly kept informed by management of the services provided by the independent registered public accounting firm.
During the 2018 and 2017 fiscal years, all services provided by D&T were
pre-approved
in
accordance with the terms of the Audit Committees
pre-approval
policy.
55
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Companys directors and officers and any person who beneficially owns more than ten
percent of our Common Shares to file reports of ownership and changes in ownership of the Common Shares with the SEC. Based solely on a review of the reports filed on behalf of these persons and written representations from our officers and
directors that no additional reports were required to be filed, the Company believes that, during the 2018 fiscal year, its officers, directors and greater than ten percent beneficial owners complied with such filing requirements.
SHAREHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
Any proposals from shareholders which are intended to be presented at the 2020 Annual Meeting of Shareholders must be received by the Company
by December 4, 2019 to be eligible for inclusion in next years proxy statement and form of proxy. Such proposals may be included in next years proxy statement and form of proxy if they comply with certain SEC Rules. In addition, if
a shareholder intends to present a proposal at the 2020 Annual Meeting of Shareholders without the inclusion of that proposal in the proxy statement relating to the 2020 Annual Meeting of Shareholders and written notice of the proposal is not
received by the Company on or before February 17, 2020, or if the Company meets other requirements of applicable SEC Rules, proxies solicited by the Board for the 2020 Annual Meeting of Shareholders will confer discretionary authority to vote
on the proposal at the meeting. In each case, written notice must be given to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Chief Legal Officer and Secretary.
Pursuant to the advance notice provision in our Regulations relating to the nomination of one or more persons for election as a director at an
annual meeting of shareholders, shareholders who wish to nominate one or more persons for election as a director at the 2020 Annual Meeting of Shareholders may do so only if they comply with the nomination procedures set forth in our Regulations.
The advance notice provision requires that a shareholder give written notice of such shareholders intent to make such nomination(s) by personal delivery or by United States Mail, postage
pre-paid,
to the
Secretary of the Company not later than March 8, 2020 nor earlier than February 7, 2020. See Information Regarding the Board, its Committees and Corporate GovernanceNomination of Directors beginning on page 14 of this
Proxy Statement for information regarding our director nomination process.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy card and any other related
materials, as well as other costs incurred in connection with the solicitation of proxies on behalf of the Board, will be paid by the Company, except for any Internet access fees and telephone service fees incurred by shareholders who elect to vote
electronically via the Internet or telephonically. Proxies may be solicited personally or by telephone, mail, electronic mail, facsimile or telegraph. Officers or employees of the Company may assist with solicitations and will receive no additional
compensation for their services. The Company will reimburse brokers, banks and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners of our Common Shares.
OTHER MATTERS
As of the
date of this Proxy Statement, the Board knows of no other matters to be presented at the Annual Meeting. If any other matter requiring a vote of the shareholders is properly brought before the Annual Meeting, the persons named in the accompanying
proxy card will vote and act according to their best judgments in light of the conditions then prevailing, to the extent permitted under applicable law.
You are urged to complete, sign, date and return the enclosed proxy card in the envelope provided or, alternatively, vote your proxy
electronically via the Internet or telephonically. No postage is required if the
56
envelope provided is mailed from within the United States. If you subsequently decide to attend the Annual Meeting and wish to vote your Common Shares in person, you may do so. Your cooperation
in giving this matter your prompt attention is appreciated.
|
By Order of the Board of Directors,
|
|
|
J. Thomas Mason
|
Secretary
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Your vote matters heres how to vote!
You may vote online or by phone instead of mailing this card
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes submitted electronically must be
received by 1:00
a.m., (Local Time), on
May 7, 2019.
|
|
|
|
|
|
|
|
|
Online
Go to
www.envisionreports.com/MHO
or
scan the QR code
login details are
located in the shaded bar below.
|
|
|
|
|
|
|
|
|
Phone
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories and Canada
|
|
|
|
|
|
|
|
|
|
Using a
black ink
pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
|
|
☒
|
|
|
|
|
|
|
|
Save paper, time and money!
Sign up for electronic delivery at
www.envisionreports.com/MHO
|
|
q
IF
VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
|
|
|
A
|
|
Proposals The Board of Directors recommends a vote
FOR
all the nominees listed and
FOR
Proposals 2 3.
|
|
|
|
|
|
|
|
+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Withhold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Withhold
|
|
|
|
|
|
|
|
For
|
|
Withhold
|
|
|
|
|
|
|
01 -
|
|
Friedrich K.M. Böhm
|
|
☐
|
|
☐
|
|
|
|
02 -
|
|
William H. Carter
|
|
|
|
☐
|
|
☐
|
|
|
|
03 -
|
|
Robert H. Schottenstein
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
2.
|
|
A non-binding, advisory resolution to approve the compensation of the named executive officers of M/I Homes,Inc.
|
|
|
|
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
3.
|
|
To ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the 2019 fiscal year
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
B
|
|
Authorized Signatures This section must be completed for your vote to count. Please date and sign below
.
|
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate
officer, trustee, guardian, or custodian, please give full title.
|
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
|
|
|
|
Signature 1 Please keep signature within the box.
|
|
|
|
Signature 2 Please keep signature within the box.
|
/ /
|
|
|
|
|
|
|
|
|
|
|
2019 Annual Meeting Admission Ticket
2019 Annual Meeting of Shareholders of M/I Homes, Inc.
Tuesday, May 7, 2019, 9:00 a.m., Local Time
M/I Homes, Inc.
3 Easton Oval
Columbus, Ohio 43219
Upon arrival, please
present this admission ticket and photo identification at the registration desk.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Shareholders.
The Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 2018 Annual
Report to Shareholders is available at: www.envisionreports.com/mho
|
|
|
|
|
|
|
|
|
|
Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/MHO
|
|
|
q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
Proxy M/I Homes, Inc.
|
|
+
|
This Proxy is solicited on behalf of the Board of Directors of M/I Homes, Inc. for the Annual Meeting of Shareholders
to be held on May 7, 2019.
The undersigned hereby appoints Robert H. Schottenstein and J. Thomas Mason, and each of them, as proxies for the
undersigned, with full power of substitution, to attend the Annual Meeting of Shareholders to be held at the offices of M/I Homes, Inc., 3 Easton Oval, Columbus, Ohio 43219, on Tuesday, May 7, 2019, at 9:00 a.m., local time, or any adjournment
thereof, with all powers the undersigned would possess if personally present.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no directive is made and if permitted by applicable law, the Common Shares represented by this Proxy will be voted
FOR
the election of the director nominees identified in Proposal No. 1,
FOR
the approval of the compensation of the named executive officers of M/I Homes, Inc. (Proposal No. 2), and
FOR
the ratification of Deloitte & Touche LLP as the Companys independent registered public accounting firm for
2019 (Proposal No. 3). If any other matters are properly brought before the Annual Meeting or any adjournment thereof, or if a nominee for election as director named in Proposal No. 1 is unable to serve or for good cause will not serve, the Common
Shares represented by this Proxy will be voted in the discretion of the proxies on such matters or for such substitute nominees as the Board of Directors may recommend.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated April 2, 2019, the Proxy Statement furnished
therewith, and the M/I Homes, Inc. 2018 Annual Report to Shareholders, which includes the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Any proxy previously given to vote the Common Shares which the
undersigned is entitled to vote at the 2019 Annual Meeting of Shareholders is hereby revoked.
|
|
|
|
|
|
|
|
|
|
|
Change of Address
Please print new address below.
|
|
|
|
Comments
Please print your comments below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
⬛
|
|
|
|
+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using a
black ink
pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
|
|
☒
|
|
|
|
|
|
|
|
|
|
q
IF
VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
|
|
|
A
|
|
Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 3.
|
|
|
|
|
|
|
|
|
+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Withhold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Withhold
|
|
|
|
|
|
|
|
For
|
|
Withhold
|
|
|
|
|
|
|
01 -
|
|
Friedrich K.M. Böhm
|
|
☐
|
|
☐
|
|
|
|
02 -
|
|
William H. Carter
|
|
|
|
☐
|
|
☐
|
|
|
|
03 -
|
|
Robert H. Schottenstein
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
2.
|
|
A non-binding, advisory resolution to approve the compensation of the named executive officers of M/I Homes,Inc.
|
|
|
|
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
3.
|
|
To ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the 2019 fiscal year
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
B
|
|
Authorized Signatures This section must be completed for your vote to count. Please date and sign below.
|
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate
officer, trustee, guardian, or custodian, please give full title.
|
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) - Please print date below.
|
|
|
|
|
|
Signature 1 - Please keep signature within the box.
|
|
|
|
Signature 2 - Please keep signature within the box.
|
/ /
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 U P X
4 1 3 6 9 1
|
|
|
030PYD
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders.
The Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 2018 Annual Report to Shareholders is available at:
www.edocumentview.com/MHO
q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
Proxy M/I Homes, Inc.
|
|
+
|
This Proxy is solicited on behalf of the Board of Directors of M/I Homes, Inc. for the Annual Meeting of Shareholders to be held on
May 7, 2019.
The undersigned hereby appoints Robert H. Schottenstein and J. Thomas Mason, and each of them, as proxies for the undersigned,
with full power of substitution, to attend the Annual Meeting of Shareholders to be held at the offices of M/I Homes, Inc., 3 Easton Oval, Columbus, Ohio 43219, on Tuesday, May 7, 2019, at 9:00 a.m., local time, or any adjournment thereof, with all
powers the undersigned would possess if personally present.
This Proxy, when properly executed, will be voted in the manner directed herein by
the undersigned shareholder. If no directive is made and if permitted by applicable law, the Common Shares represented by this Proxy will be voted
FOR
the election of the director nominees identified in Proposal No. 1,
FOR
the approval
of the compensation of the named executive officers of M/I Homes, Inc. (Proposal No. 2), and
FOR
the ratification of Deloitte & Touche LLP as the Companys independent registered public accounting firm for 2019 (Proposal No. 3). If
any other matters are properly brought before the Annual Meeting or any adjournment thereof, or if a nominee for election as director named in Proposal No. 1 is unable to serve or for good cause will not serve, the Common Shares represented by this
Proxy will be voted in the discretion of the proxies on such matters or for such substitute nominees as the Board of Directors may recommend.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated April 2, 2019, the Proxy Statement furnished
therewith, and the M/I Homes, Inc. 2018 Annual Report to Shareholders, which includes the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Any proxy previously given to vote the Common Shares which the
undersigned is entitled to vote at the 2019 Annual Meeting of Shareholders is hereby revoked.
MI Homes (NYSE:MHO)
Historical Stock Chart
From Jun 2024 to Jul 2024
MI Homes (NYSE:MHO)
Historical Stock Chart
From Jul 2023 to Jul 2024