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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-16 · 36 added, 41 removed, 239 unchanged (24% of the section changed)

6 unchanged sentences

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management, with the participation of the principal executive officer and the principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

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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.

On February 11, 2025, our Board of Directors adopted the M/I Homes, Inc.

2025 Annual Incentive Plan (the “2025 Incentive Plan”), a performance-based cash incentive compensation plan that replaces our existing performance-based cash incentive compensation plan, the M/I Homes, Inc.

2009 Annual Incentive Plan.

The Compensation Committee may select any officer or other key employee of the Company or any of its affiliates to participate in the 2025 Incentive Plan.

The Compensation Committee will select the individuals eligible to participate in the 2025 Incentive Plan for each performance period, which will consist of each fiscal year (or portion thereof) of the Company, or such other period of twelve months or less as determined by the Compensation Committee.

The foregoing summary of the material terms of the 2025 Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the 2025 Incentive Plan, a copy of which is filed as Exhibit 10.33 to this Annual Report on Form 10-K and incorporated herein by reference.

During the three months ended December 31, 2024, 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.

2 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of M/I Homes, Inc.

To the shareholders and the Board of Directors of M/I Homes, Inc.

Opinion on Internal Control over Financial Reporting

39 unchanged sentences

Total 1,488,922 $50.95 1,007,356

(1) Consists of the 2018 Long-Term Incentive Plan (“2018 LTIP”) (1,436,065 outstanding stock options, 54,000 outstanding director stock units, 68,342 outstanding director restricted stock units and 137,604 outstanding performance share units (“PSU’s”) (assuming the maximum number of PSU’s will be earned)), the 2009 Long-Term Incentive Plan (“2009 LTIP”) (85,500 outstanding stock options and 49,500 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.

(1) Consists of the 2018 Long-Term Incentive Plan (“2018 LTIP”) (960,500 outstanding stock options, 54,000 outstanding director stock units, 79,696 outstanding director restricted stock units, 129,941 outstanding employee restricted share units and 122,575 outstanding performance share units (“PSU’s”) (assuming the maximum number of PSU’s will be earned)), the 2009 Long-Term Incentive Plan (“2009 LTIP”) (40,000 outstanding stock options and 49,500 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.

(2) The weighted average exercise price relates to the stock options granted under the 2018 LTIP and the 2009 LTIP.

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.

The weighted average exercise price does not take into account the employee restricted share units granted under the 2018 LTIP, 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.

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.

1 unchanged sentence

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 4,228,292 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.

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.

Pursuant to the terms of the 2018 LTIP, upon the grant of a full value award thereunder (including director stock units, director restricted stock units, employee restricted share 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.

(4) Consists of the Amended and Restated Director Deferred Compensation Plan and the Amended and Restated Executives' Deferred Compensation Plan.

41 unchanged sentences

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.

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.

1 to the Company’s Current Report on Form 8-K filed on June 11, 2021.

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.

10.7 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 10.7 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 Report on Form 8-K filed on December 9, 2022.

2 unchanged sentences

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 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 .

10.12 Master Repurchase Agreement dated as of October 24, 2023 by and between M/I Financial and JPMorgan Chase Bank, N.A., incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

10.13 First Amendment to Master Repurchase Agreement dated as of July 16, 2024 by and between M/I Financial and JPMorgan Chase Bank, N.A., incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

10.14 Second Amendment to Master Repurchase Agreement dated as of October 22, 2024 by and between M/I Financial and JPMorgan Chase Bank, N.A., incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 25, 2024.

10.15* M/I Homes, Inc.

21 unchanged sentences

M/I Homes, Inc.

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 May 8, 2018.

2018 Long-Term Incentive Plan, incorporated herein by reference to Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2022 Annual Meeting of Shareholders of M/I Homes, Inc.

filed on April 8, 2022.

Form of Nonqualified Stock Option Award Agreement for Employees under the M/I Homes, Inc.

4 unchanged sentences

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.

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

Form of Restricted Share Unit Award Agreement for Directors under the M/I Homes, 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).

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

2018 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K filed February 16, 2024.

M/I Homes, Inc.

2024 Director Equity Compensation Deferral Plan (Filed herewith.)

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

2018 Long-Term Incentive Plan, (Filed herewith .)

M /I Homes, Inc.

2025 Annual Ince ntive Plan ( Filed herewith.)

19 M /I Homes, Inc.

Insider Trading Policy (Filed herewith .)

21 Subsidiaries of M/I Homes, Inc.

20 unchanged sentences

(Filed herewith.)

97 Executive Officer Clawback Policy .

(Filed herewith).

97 Executive Officer Clawback Policy., incorporated herein by reference to Exhibit 19 to the Company's Annual Report on Form 10-K filed on February 16, 2024.

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.

M/I Homes, Inc.

2024 Director Equity Compensation Deferral Plan.

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

2018 Long-Term Incentive Plan .

(Filed herewith).

M/I Homes, Inc.

2025 Annual Incentive Plan .

19 M/I Homes, Inc.

Insider Trading Policy .

21 Subsidiaries of M/I Homes, Inc.

12 unchanged sentences

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.

(Furnished herewith.)

101.SCH XBRL Taxonomy Extension Schema Document.

43 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