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OTHER INFORMATION
−Removed: The information set forth below is included herein for the purpose of providing disclosure under “Item 8.01-Other Events” of Form 8-K.
−Removed: On February 17, 2022, the Company issued a press release announcing that its Board of Directors approved an increase to its 2021 Share Repurchase Program by an additional $ 100 million, leaving up to $ 148.5 million available for repurchase.
−Removed: A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
−Removed: The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders.
+Added: Equity Compensation Plan Information
+Added: The following table sets forth information as of December 31, 2022 with respect to the common shares issuable under the Company's equity compensation plans:
+Added: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights
+Added: (a) Weighted-average exercise price of outstanding options, warrants and rights
+Added: (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
+Added: Equity compensation plans approved by shareholders 2,375,719 (1) $40.33 (2) 2,005,352 (3)
+Added: Equity compensation plans not approved by shareholders 55,670 (4) — —
+Added: Total 2,431,389 $40.33 2,005,352
+Added: (1) Consists of the 2018 Long-Term Incentive Plan (“2018 LTIP”) (1,570,400 outstanding stock options, 65,500 outstanding director stock units, 55,565 outstanding director restricted stock units and 165,395 outstanding performance share units (“PSU’s”) (assuming the maximum number of PSU’s will be earned)), the 2009 Long-Term Incentive Plan (“2009 LTIP”) (448,300 outstanding stock options and 62,500 outstanding director stock units), which plan was terminated in May 2018, and the 2006 Director Equity Incentive Plan (“2006 Director Plan”) ( 8,059 outstanding director stock units), which plan was terminated in May 2009.
+Added: (2) The weighted average exercise price relates to the stock options granted under the 2018 LTIP and the 2009 LTIP.
+Added: The weighted average exercise price does not take into account the director stock units granted under the 2018 LTIP, the 2009 LTIP and the 2006 Director Plan or the PSU’s granted under the 2018 LTIP because the director stock units and the PSU’s are full value awards and have no exercise price.
+Added: The director stock units and the PSU’s (if earned) will be settled at a future date in common shares on a one-for-one basis without the payment of any exercise price.
+Added: (3) Represents the aggregate number of common shares remaining available for issuance under the 2018 LTIP.
+Added: Pursuant to the terms of the 2018 LTIP, and subject to certain adjustments provided therein, the aggregate number of common shares with respect to which awards may be granted under the 2018 LTIP is 4,243,947 common shares plus any common shares subject to outstanding awards under the 2009 LTIP as of May 8, 2018 that on or after May 8, 2018 cease for any reason to be subject to such awards other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable common shares.
+Added: Pursuant to the terms of the 2018 LTIP, upon the grant of a full value award thereunder (including director stock units and PSU’s), we reduce the number of common shares available for issuance under the 2018 LTIP by an amount equal to the number of shares subject to the award multiplied by 1.50.
+Added: (4) Consists of the Amended and Restated Director Deferred Compensation Plan and the Amended and Restated Executives' Deferred Compensation Plan.
+Added: Pursuant to these plans, our directors and eligible employees may defer the payment of all or a portion of their director fees and annual cash bonuses, respectively, and the deferred amount is converted into that number of whole phantom stock units determined by dividing the deferred amount by the closing price of our common shares on the New York Stock Exchange on the date of such conversion (which is the same date the fees or bonus is paid) without any discount on the common share price or premium applied to the deferred amount.
+Added: The phantom stock units are settled at a future date in common shares on a one-for-one basis.
+Added: Neither the Director Deferred Compensation Plan nor the Executives' Deferred Compensation Plan provides for a specified limit on the number of common shares which may be attributable to participants' accounts relating to phantom stock units and issued under the terms of these plans.
+Added: The remaining information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders.
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4.1 Specimen certificate representing M/I Homes, Inc.’s common shares, par value $.01 per share, incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1 [filed in paper form with the SEC].
−Removed: 4.2 Indenture, dated as of August 3, 2017, by and among M/I Homes, Inc., the guarantors named therein and U.S.
−Removed: Bank National Association, as trustee of M/I Homes, Inc.’s 5.625% Senior Notes due 2025, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 3, 2017.
−Removed: 4.3 Form of 5.625% Senior Notes due 2025 incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 3, 2017.
4.2 Indenture, dated as of January 22, 2020, by and among M/I Homes, Inc., the guarantors named therein and U.S.
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10.5 Third Amendment to Credit Agreement, dated June 30, 2020, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020.
−Removed: 10.6 Fou rth Amendment to Credit Agreement, dated June 1 0, 202 1 , by and among M/I Homes, Inc., as borrower, the l e nders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.
−Removed: 1 to the Company’s Current Report on Form 8-K filed on Ju ne 11 , 202 1 .
−Removed: 10.7 F ifth Amendment to Credit Agreement, dated February 16 , 202 2 , by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent .
−Removed: (Filed herewith .
+Added: 10.6 Fourth Amendment to Credit Agreement, dated June 10, 2021, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.
+Added: 1 to the Company’s Current Report on Form 8-K filed on June 11, 2021.
+Added: 10.7 Fifth Amendment to Credit Agreement, dated February 16, 2022, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent , incorporated herein by reference to Exhibit 10.X to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2021.
+Added: 10.8 Sixth Amendment to Credit Agreement, dated December 9 , 2022, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent , incorporated herein by reference to Exhibit 10.1 to the Company ’ s Current R eport on Form 8-K filed on December 9, 2022.
10.9 Commitment Increase Activation Notice dated August 28, 2015, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2015.
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10.11 New Lender Supplement, dated June 29, 2018, by and among M/I Homes, Inc., as borrower, Flagstar Bank, FSB, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
−Removed: 10.11 Second Amended and Restated Mortgage Warehousing Agreement, dated June 24, 2016, by and among M/I Financial, LLC, as borrower, Comerica Bank, as agent, and Comerica Bank, The Huntington National Bank, and BMO Harris Bank N.A., as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 28, 2016.
−Removed: 10.12 First Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated June 23, 2017, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 27, 2017.
−Removed: 10.13 Second Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated June 22, 2018, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2018.
−Removed: 10.14 Third Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated June 21, 2019, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019.
−Removed: 10.15 Fourth Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated May 29, 2020, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2020.
−Removed: 10.16 F ifth Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated May 2 8 , 202 1 , by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2 , 202 1 .
+Added: 10.12 Third Amended and Restated Mortgage Warehousing Agreement, dated May 27 , 2022, by and among M/I Financial, LLC, as borrower, Comerica Bank, as agent, and Comerica Bank, The Huntington National Bank, and BMO Harris Bank N.A., as lenders, incorporated h erein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 27 , 2022.
10.13 Second Amended and Restated Master Repurchase Agreement dated as of October 30, 2017 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
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10.17 Fourth Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 25, 2021 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
+Added: 10.18 Fifth Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 24, 2022 by and between M/I Financial and Webster Bank, N.A.
+Added: (successor by merger to Sterling National Bank ) , incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
10.19* M/I Homes, Inc.
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Creek, dated as of July 3, 2008, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 3, 2008.
−Removed: 10.28* Change of Control Agreement between M/I Homes, Inc.
−Removed: Thomas Mason, dated as of July 3, 2008, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 3, 2008.
10.25* M/I Homes, Inc.
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2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2010.
−Removed: 10.33* Form of Performance Share Unit Award Agreement under the M/I Homes, Inc.
−Removed: 2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2014.
10.29* M/I Homes, Inc.
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(Filed herewith.)
−Removed: 99.1 Press Release, dated February 17 , 202 2 .
−Removed: (Filed herewith.)
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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The following is a list of exhibits, included in Item 15(a)(3) above, that are filed concurrently with this report.
−Removed: 10.7 Fifth Amendment to Credit Agreement, dated February 1 6 , 2022, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent .
−Removed: (Filed herewith .
21 Subsidiaries of M/I Homes, Inc.
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Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 99.1 Press Release, dated February 17 , 202 2 .
−Removed: (Filed herewith.)
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.