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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-17 · 39 added, 17 removed, 241 unchanged (19% of the section changed)

15 unchanged sentences

OTHER INFORMATION

On February 15, 2024, the Compensation Committee of the Board of Directors awarded Robert H.

Schottenstein (the Company’s Chairman, Chief Executive Officer and President), Phillip G.

Creek (the Company’s Executive Vice President and Chief Financial Officer) and Susan E.

Krohne (the Company’s Senior Vice President, Chief Legal Officer and Secretary), 24,065, 12,032 and 3,609 restricted share units, respectively, under the 2018 LTIP pursuant to the award agreement attached as Exhibit 10.28 to this Annual Report on Form 10-K.

These restricted share units will vest in one-third increments on the first three anniversaries of the date of grant, subject to the employee’s continued service on the vesting date (except in the case of death, disability or retirement) and will be settled in the Company’s common shares.

As previously disclosed, on May 24, 2023, William H.

Carter announced his decision to retire from the Board of Directors effective May 31, 2023.

As a result of Mr.

Carter’s retirement, a vacancy was created in the class of directors with a term expiring at the Company’s 2025 Annual Meeting of Shareholders (“2025 Class”).

In order to balance the number of directors within each of the three classes comprising the Board of Directors at three, the Board of Directors determined to move Nancy J.

Kramer from the class of directors with a term expiring at the Company’s 2026 Annual Meeting of Shareholders (“2026 Class”) to the 2025 Class.

Accordingly, on February 15, 2024, Ms.

Kramer agreed to resign as a 2026 Class director and was immediately reappointed by the Board of Directors as a 2025 Class director.

Kramer continues to serve on the Nominating and Governance Committee and Audit Committee of the Board of Directors.

The resignation and reappointment of Ms.

Kramer was effected solely to rebalance the Board of Directors classes, and for all other purposes, including director compensation matters, Ms.

Kramer’s service on the Board of Directors is deemed to have continued uninterrupted.

In addition, the Board of Directors also reduced the number of directors that comprise the Board of Directors and 2026 Class to nine and three, respectively.

During the three months ended December 31, 2023, no director or officer (as defined under Rule 16a-1 of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The phantom stock units are settled at a future date in common shares on a one-for-one basis.

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.

Neither the Amended and Restated Director Deferred Compensation Plan nor the Amended and Restated 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.

The remaining information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2024 Annual Meeting of Shareholders.

40 unchanged sentences

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.

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.

10.8 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 Report 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.

1 unchanged sentence

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.

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.

10.14 First Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 29, 2018 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, 2018.

10.15 Second Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 28, 2019 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, 2019.

10.16 Third Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 26, 2020 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, 2020.

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.

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.

(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.

10.12 Master Repurchase Agreement dated as of October 24, 2023 by and between M/I Financial and JP Morgan 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, 202 3 .

10.13* M/I Homes, Inc.

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2018 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 8, 2019.

10.33* Form of Restricted Share Unit Award Agreement for Directors under the M/I homes, Inc.

10.27* Form of Restricted Share Unit Award Agreement for Directors under the M/I H omes, Inc.

2018 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

10.28* Form of Restricted Share Unit Award Agreement for Employee s under the M/I H omes, Inc.

2018 Long-Term Incentive Plan .

(F iled herewith).

21 Subsidiaries of M/I Homes, Inc.

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(Filed herewith.)

97 Executive Officer Clawback Policy .

(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.

10.28 Form of Restricted Share Unit Award Agreement for Employees under the M/I H omes, Inc.

2018 Long-Term Incentive Plan.

(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.

97 Executive Officer Clawback Policy.

(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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Chief Executive Officer and President

CARTER* (Principal Executive Officer)

GLIMCHER* (Principal Executive Officer)

Director /s/Phillip G.

GLIMCHER* Executive Vice President,

Glimcher Chief Financial Officer and Director

INGRAM* Executive Vice President,

Ingram Chief Financial Officer and Director

Director (Principal Financial Officer)

INGRAM* /s/Ann Marie W.

Ingram Ann Marie W.

KRAMER* /s/Ann Marie W.

Kramer Ann Marie W.

Director Vice President, Chief Accounting Officer

and Controller

KRAMER* (Principal Accounting Officer)

SOLL* (Principal Accounting Officer)

*The above-named directors of the registrant execute this report by Phillip G.

3 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures