UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant  x        Filed by a Party other than the Registrant  ¨

Check the appropriate box:

M/I Homes, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

3 Easton Oval

Columbus, Ohio 43219

April 1, 2015March 30, 2016

To Our Shareholders:

The 20152016 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., local time, on Tuesday, May 5, 2015,3, 2016, at the offices of the Company, 3 Easton Oval, Columbus, Ohio. Holders of record of our common shares as of March 11, 20159, 2016 are entitled to notice of, and to vote at, the Annual Meeting.

Enclosed is a copy of our 20142015 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2015, a notice of the Annual Meeting and a proxy statement and proxy card for the Annual Meeting. It is important that your common shares be represented at the Annual Meeting. Please record your vote on the enclosed proxy card and return it promptly in the postage-paid envelope provided or, alternatively, vote your proxy electronically via the Internet or telephonically in accordance with the instructions on your proxy card.

We look forward to reviewing the activities of the Company at the Annual Meeting. We hope you can be with us.

Sincerely,

/s/ Robert H. Schottenstein

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD

IN THE ENVELOPE PROVIDED OR, ALTERNATIVELY, VOTE YOUR PROXY

ELECTRONICALLY VIA THE INTERNET OR TELEPHONICALLY.

3 Easton Oval

Columbus, Ohio 43219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 5, 20153, 2016

To Each Shareholder of M/I Homes, Inc.:

Notice is hereby given that the 20152016 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., local time, on Tuesday, May 5, 2015,3, 2016, at the offices of the Company, 3 Easton Oval, Columbus, Ohio, for the following purposes:

Only holders of record of our common shares at the close of business on March 11, 20159, 2016 will be entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof.

It is important that your common shares be represented at the Annual Meeting. Whether or not you intend to be present at the Annual Meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or, alternatively, vote your proxy electronically via the Internet or telephonically in accordance with the instructions on your proxy card.

By Order of the Board of Directors,

/s/ J. Thomas Mason

J. Thomas Mason,

Secretary

April 1, 2015March 30, 2016

THE COMPANY’S NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT, FORM OF PROXY AND 20142015 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE ONLINE AT WWW.EDOCUMENTVIEW.COM/MHO.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2015.3, 2016.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 20142015 Annual Report to Shareholders are available online atwww.edocumentview.com/MHO.

For information on how to obtain directions to the Annual Meeting and vote in person, please contact our Investor Relations department at (614) 418-8225 orinvestorrelations@mihomes.com.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

Instead of receiving paper copies of our future proxy statements, proxy cards and annual reports to shareholders in the mail, shareholders may elect to receive such documents electronically via e-mail or the Internet. Receiving your proxy materials electronically saves us the cost of printing and mailing documents to you and reduces the environmental impact of our shareholder communications. Shareholders may sign up to receive or access future shareholder communications electronically as follows:

3 Easton Oval

Columbus, Ohio 43219

PROXY STATEMENT

for the

20152016 ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 5, 20153, 2016

GENERAL

Time, Place and Purposes of Meeting

The 20152016 Annual Meeting of Shareholders of M/I Homes, Inc. (the “Annual Meeting”) will be held on Tuesday, May 5, 20153, 2016 at 9:00 a.m., local time, at our corporate offices at 3 Easton Oval, Columbus, Ohio. The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Shareholders to which this Proxy Statement is attached. All references in this Proxy Statement to “M/I Homes,” the “Company,” “we,” “our” or “us” refer to M/I Homes, Inc.

Solicitation of Proxies

This Proxy Statement and the accompanying form of proxy are first being sent on or about April 1, 2015March 30, 2016 to holders of the Company’s common shares, par value $.01 per share (the “Common Shares”), as of the close of business on March 11, 20159, 2016 (the “Record Date”). This Proxy Statement is furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the Annual Meeting and any adjournment thereof. The Company’s 20142015 Annual Report to Shareholders (the “2014“2015 Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 20142015 (the “2014“2015 Form 10-K”), is being mailed together with this Proxy Statement.

Outstanding Shares and Quorum Requirements

There were 24,513,32924,660,271 Common Shares issued and outstanding on the Record Date. The Common Shares represent our only class of voting securities entitled to vote at the Annual Meeting. Each Common Share outstanding on the Record Date entitles the holder thereof to one vote on each matter submitted to a shareholder vote at the Annual Meeting. A quorum for the Annual Meeting is a majority of the outstanding Common Shares on the Record Date. Common Shares represented by properly executed proxies returned to the Company at or prior to the Annual Meeting or represented by properly authenticated voting instructions timely recorded electronically via the Internet or telephonically will be counted toward the establishment of a quorum for the Annual Meeting even though they are marked “Abstain” (on any or all applicable proposals) or “Withheld” (from any or all director nominees) or are not marked at all.

Voting by Proxy

A proxy card for use at the Annual Meeting is enclosed. You may ensure your representation at the Annual Meeting by completing, signing, dating and promptly returning to the Company, at or prior to the Annual

1

Meeting, the enclosed proxy card in the envelope provided. Alternatively, shareholders holding Common Shares registered directly with our transfer agent, Computershare, may vote their proxies electronically via the Internet or telephonically by following the instructions on their proxy cards. The deadline for voting electronically via the

Internet or telephonically is 1:00 a.m., local time, on May 5, 2015.3, 2016. There are no fees or charges associated with voting electronically via the Internet or telephonically, other than fees or charges, if any, that shareholders pay for access to the Internet and for telephone service. A record holder of Common Shares may also attend the Annual Meeting and vote in person. Beneficial owners of Common Shares held in “street name” by a broker, bank or other nominee may also be eligible to vote their proxies electronically via the Internet or telephonically. Beneficial owners should review the information provided to them by their broker, bank or other nominee. This information will set forth the procedures to be followed in instructing their broker, bank or other nominee how to vote the Common Shares held in “street name” and how to revoke previously given instructions. Beneficial owners who desire to attend the Annual Meeting and vote in person must provide a “legal proxy” from their broker, bank or other nominee in order to vote in person at the Annual Meeting.

Broker/dealers who hold Common Shares for beneficial owners in “street name” may, under the applicable rules (“NYSE Rules”) of the New York Stock Exchange (the “NYSE”), sign and submit proxies for such Common Shares and may vote such Common Shares on “routine” matters, such as the ratification of the appointment of auditors, but broker/dealers may not vote such Common Shares on “non-routine” matters, such as the election of directors, and the advisory vote on executive compensation and the approval of the proposed amendment to the M/I Homes, Inc. 2009 Long-Term Incentive Plan (the “2009 LTIP”), without specific instructions from the beneficial owner of such Common Shares. Proxies that are signed and submitted by broker/dealers that have not been voted on certain matters as described in the previous sentence are referred to as “broker non-votes.”

Revocation of Proxies

A record holder may revoke its proxy at any time before it is exercised at the Annual Meeting by (1) filing a written notice with the Company revoking the proxy, (2) duly executing and returning to the Company a proxy card bearing a later date, (3) casting a new vote electronically via the Internet or telephonically or (4) attending the Annual Meeting and voting in person. Attending the Annual Meeting without voting in person will not revoke a previously delivered proxy. Beneficial owners of Common Shares held in “street name” should follow the instructions provided by their broker, bank or other nominee to revoke a previously delivered proxy. Subject to such revocation and except as otherwise stated in this Proxy Statement or in the form of proxy, all proxies properly executed that are received prior to, or at the time of, the Annual Meeting and all proxies properly voted electronically via the Internet or telephonically before 1:00 a.m., local time, on May 5, 2015,3, 2016, will be voted in accordance with the instructions contained therein. If no instructions are given (excluding broker non-votes), proxies will be voted FOR the election of the director nominees identified in Proposal No. 1, FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), FOR the approval of the proposed amendment to the 2009 LTIP and reapproval of the material terms of the performance goals under the 2009 LTIP (Proposal No. 3), FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015 (Proposal No. 3)4) and at the discretion of the proxy holders on all other matters that may properly be brought before the Annual Meeting or any adjournment thereof.

2

Proposal No. 1

ELECTION OF DIRECTORS

In accordance with the Company’s Amended and Restated Regulations (as amended, the “Regulations”), the Board is comprised of tennine directors, divided into three classes with staggered three-year terms. A class of three directors is to be elected at the Annual Meeting. On February 17, 2015, Thomas D. Igoe, a current director, informed the Board of his intention to retire from the Board upon the expiration of his term at the Annual Meeting and not stand for re-election at the Annual Meeting. In connection with Mr. Igoe’s retirement, the Board determined to reduce the number of directors that comprise the Board and the class of directors with a term expiring at the Company’s 2015 Annual Meeting of Shareholders to nine and three, respectively, effective as of the expiration of Mr. Igoe’s term as a director at the Annual Meeting. The Board has nominated the persons set forth in the table below for election as directors of the Company at the Annual Meeting. The three nominees receiving the greatest number of votes cast will be elected to serve until the Company’s 20182019 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Withheld votes with respect to any nominee (or all of the nominees) and broker non-votes will be counted for purposes of establishing a quorum, but will have no effect on the election of such nominee(s).

Thomas D. Igoe retired from the Board on May 5, 2015 after serving on the Board for 15 years. In connection with Mr. Igoe’s retirement, the Board reduced the number of directors that comprise the Board to nine. Joseph A. Alutto, Ph.D., retired from the Board on July 8, 2015 after serving as a director for 10 years. The Board, upon the recommendation of the Nominating and Governance Committee, appointed Nancy J. Kramer to the Board, effective July 8, 2015, to fill the vacancy created by the retirement of Dr. Alutto. Ms. Kramer’s term expires at the 2017 Annual Meeting of Shareholders. Ms. Kramer was recommended to the Nominating and Governance Committee by Robert H. Schottenstein, the Company’s Chairman, Chief Executive Officer and President. The Nominating and Governance Committee, after reviewing Ms. Kramer’s qualifications and the Board’s then-current needs and determining her independence under NYSE Rules, recommended that Ms. Kramer be appointed to the Board.

Unless otherwise specified in your proxy, the Common Shares voted pursuant to your proxy will be voted FOR the election of the director nominees identified below. The Board has no reason to believe that any nominee will not serve as a director if elected at the Annual Meeting. If any nominee becomes unable to serve or for good cause will not serve as a director, the proxy holders reserve full discretion to vote the Common Shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee(s) designated by the Board.

Your Board of Directors unanimously recommends a voteFOR each of the director nominees named below.

3

BOARD OF DIRECTORS

4

5

6

76

INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

Board Organization, Independence and Committees

The Board currently has tennine members. At its meeting held on February 17, 2015, theThe Board has determined that sevensix of its tennine members (Joseph A. Alutto, Ph.D., Friedrich(Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Thomas D. Igoe,Nancy J. Kramer, Norman L. Traeger and Sharen Jester Turney) qualify as independent under NYSE Rules. When determining whether a director qualifies as independent, the Board, in accordance with NYSE Rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors, including, without limitation, transactions, relationships and arrangements not otherwise requireddirectors. Prior to be disclosed in this Proxy Statement under the applicable rules of the Securities and Exchange Commission (the “SEC Rules”).

In making its 2015 independence determinations,their retirements, the Board considered that Mr. Böhm’s son-in-law is an “of counsel” attorney with a law firm that provides legal services to the Company and determined that this relationship is immaterialeach of Joseph A. Alutto, Ph.D., and does not impair Mr. Böhm’s independence for the following reasons: (1) Mr. Böhm’s son-in-law (a) is a non-partner employee of the law firm (i.e., he has no equity interest or management role in the law firm), (b) does not perform or supervise any services that the law firm provides to the Company, and (c) does not receive any compensation based on the services that the law firm provides to the Company or otherwise have any interest in the relationship between the Company and the law firm; (2) the Company first retained the law firm more than 20 years before Mr. Böhm’s son-in-law joined the law firm in 2014; and (3) the fees that the Company paid to the law firm in 2014 represented less than 1% of the law firm’s 2014 gross revenues.Thomas D. Igoe qualified as independent under NYSE Rules.

Pursuant to the Company’s Corporate Governance Guidelines, each independent director is required to notify the Chairman of the Nominating and Governance Committee, as soon as practicable, in the event the director’s circumstances change in a manner that may affect the Board’s evaluation of his or her independence.

During 2014,2015, the Board held four meetings, and each director attended at least 75% of the total number of meetings of the Board and the committees on which he or she served (in each case, held during the period such director served).

During 2014,2015, the Board had four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Governance Committee; and the Executive Committee. In accordance with SEC Rulesthe applicable rules of the Securities and Exchange Commission (the “SEC Rules”) and NYSE Rules, each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee has its own written charter, which is available on the Company’s website atwww.mihomes.com under the “Investors” heading.

Audit Committee. The Audit Committee operates pursuant to a written Audit Committee Charter adopted by the Board which reflects SEC Rules and NYSE Rules relating to audit committees. The Audit Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The primary purpose of the Audit Committee is to assist the Board in its oversight of: (1) the integrity of the Company’s consolidated financial statements and internal control over financial reporting; (2) the Company’s compliance with legal and regulatory requirements; (3) the Company’s independent registered public accounting firm’s qualifications, independence and performance; and (4) the performance of the Company’s internal audit function.

The Audit Committee’s specific responsibilities include: (1) reviewing and discussing the overall scope of the independent registered public accounting firm’s annual audit plans, including staffing, professional services, audit procedures and fees; (2) reviewing and discussing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements; (3) reviewing and

8

discussing the Company’s quarterly financial statements and annual audited financial statements and related disclosures; (4) discussing the assessments of the adequacy and effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting; (5) discussing the guidelines and policies used by management to govern the process by which risk assessment and risk management is undertaken, paying particular attention to financial risk exposures; (6) monitoring and reporting to the Board concerning the independence, qualifications and performance of the independent registered public accounting firm; (7) reviewing and pre-approving all audit services and permitted non-audit services to be performed for the Company or its subsidiaries; (8) reviewing the internal auditors’ annual audit plans and reviewing reports concerning the results of internal audits; (9) reviewing and discussing with the internal auditors their assessments of the Company’s risk management processes and system of internal control; (10) establishing procedures for the

7

confidential submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; (11) engaging the independent registered public accounting firm; and (12) reviewing any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the independent registered public accounting firm or the performance of the internal audit function.

Each member of the Audit Committee qualifies as independent and is financially literate under the applicable SEC Rules and NYSE Rules. The Board has determined that the Audit Committee’s Chairman, William H. Carter, qualifies as an audit committee financial expert as defined by applicable SEC Rules. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met eightnine times during 2014. In addition, the Chairman of the2015. The Audit Committee, on behalf of the Audit Committee,also met eightnine times with the Company’s senior financial management, including the internal auditors, and the Company’s independent registered public accounting firm, and discussed the Company’s interim and fiscal year financial information prior to public release. The Audit Committee Chairman provided a telephonic report regarding each of these meetings to the other members of the Audit Committee. The Audit Committee’s report relating to the 20142015 fiscal year appears on page 5165 of this Proxy Statement.

Compensation Committee. The Compensation Committee operates pursuant to a written Compensation Committee Charter adopted by the Board which reflects NYSE Rules relating to compensation committees. The Compensation Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. Each member of the Compensation Committee qualifies as independent under the applicable NYSE Rules. The Compensation Committee’s primary purpose is to assist the Board in discharging its responsibilities relating to the compensation (cash, equity and otherwise) to be provided to the executive officers and directors of the Company. The Compensation Committee Charter sets forth the specific responsibilities and duties of the Compensation Committee, which include: (1) establishing the Company’s executive compensation philosophy, objectives and policies; (2) reviewing, approving and determining the amount and form of compensation for the executive officers; (3) reviewing and making recommendations to the Board regarding the amount and form of non-employee director compensation; (4) developing and administering plans to qualify the compensation paid to the executive officers for tax deductibility to the extent feasible; (5) reviewing and making recommendations to the Board concerning and administering the Company’s cash incentive and equity-based compensation plans; (6) reviewing and discussing with the Board the Company’s organizational structure and plans for management succession; (7) reviewing and discussing with management the Compensation Discussion and Analysis section of the proxy statement and recommending to the Board whether to include such Compensation Discussion and Analysis section in the proxy statement; and (8) preparing a report on executive officer compensation for inclusion in the proxy statement. The human resources department supports the Compensation Committee in its duties, and the Compensation Committee from time to time delegates to the human resources department its authority to fulfill certain administrative duties. The Compensation Committee has the sole authority under its charter to retain, terminate and approve the fees and terms of retention of any compensation consultant, legal counsel or other advisor it deems necessary to assist in the performance of its duties, but only after taking into consideration all factors relevant to such consultant’s, counsel’s or advisor’s independence from management,

9

including any factors specified in the NYSE Rules. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor that it retains.

The Compensation Committee met sixfive times during 2014.2015. The Compensation Committee’s report relating to the 20142015 fiscal year appears on page 3851 of this Proxy Statement. See “Compensation Discussion and Analysis” beginning on page 2235 of this Proxy Statement for more information concerning the activities of the Compensation Committee with respect to the 20142015 fiscal year, including the Compensation Committee’s engagement of Pearl Meyer & Partners (“Pearl Meyer”), an independent outside consulting firm, to assist the Compensation Committee in the design of the Company’s 20142015 executive compensation program.

Nominating and Governance Committee. The Nominating and Governance Committee operates pursuant to a written Nominating and Governance Committee Charter adopted by the Board which reflects

8

NYSE Rules relating to nominating committees. The Nominating and Governance Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee’s primary responsibility is to assist the Board on the broad range of issues surrounding the composition and operation of the Board, including: (1) identifying individuals qualified to become directors; (2) recommending to the Board director nominees for the next annual meeting of shareholders; and (3) developing and recommending to the Board a set of corporate governance principles. In addition, the Nominating and Governance Committee recommends to the Board committee selections and oversees the evaluation of the Board. Each member of the Nominating and Governance Committee qualifies as independent under the applicable NYSE Rules. The Nominating and Governance Committee met four times during 2014.2015.

Executive Committee. When the Board is not in session, the Executive Committee may exercise those powers and carry out those duties of the Board which may lawfully be delegated by the Board. During 2014,2015, the Executive Committee did not hold any formal meetings; however, the committee approved threefour actions by unanimous written consent.

Corporate Governance Guidelines

In accordance with NYSE Rules, the Board operates pursuant to written Corporate Governance Guidelines intended to promote the effective functioning of the Board and its committees and to reflect the Company’s commitment to the highest standards of corporate governance. The Board, with the assistance of the Nominating and Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they are in compliance with all applicable requirements. The Corporate Governance Guidelines are available on the Company’s website atwww.mihomes.com under the “Investors” heading.

Review, Approval or Ratification of Related Person Transactions

All Related Person Transactions (as defined below) are subject to our written Related Person Transaction Policy. Under this policy, the Audit Committee is responsible for reviewing and approving (or ratifying) all Related Person Transactions. In carrying out its responsibilities, the Audit Committee considers all relevant facts and circumstances relating to a Related Person Transaction and either approves (or ratifies) or disapproves the Related Person Transaction. While the relevant facts and circumstances vary depending on the transaction, they generally include:

10

The Audit Committee will approve (or ratify) a Related Person Transaction only if it determines that it is in the best interests of the Company. No director may participate in the consideration or approval (or ratification) of a Related Person Transaction with respect to which he or she or any of his or her immediate family members is a Related Person. The Audit Committee may, from time to time, delegate its duties under the Related Person Transaction Policy to the Audit Committee Chairman.

9

To the extent practicable, all Related Person Transactions will be approved in advance. If advance approval is not practicable, or if a Related Person Transaction that has not been pre-approved is brought to the attention of the Audit Committee, the Audit Committee will promptly consider all of the relevant facts and circumstances in its ratification of the transaction. Our directors, executive officers and other members of management are responsible for bringing all proposed Related Person Transactions of which they have knowledge to the attention of the Audit Committee Chairman.

Under our policy, a “Related Person Transaction” is any transaction, arrangement or relationship in which the Company or any of our subsidiaries was or is to be a participant and any Related Person had or will have a direct or indirect interest. A “Related Person” is any person who is: (1) a director (or nominee for director) or executive officer of the Company; (2) to our knowledge, the beneficial owner of more than 5% of the Common Shares; or (3) any immediate family member of any of the foregoing persons.

During 20142015 and the year-to-date period in 2015,2016, all Related Person Transactions have been approved in accordance with our Related Person Transaction Policy (none of which require disclosure under Item 404(a) of Regulation S-K).

Attendance at Annual Shareholder Meetings

The Company does not have a formal policy with respect to attendance by our directors at our annual meetings of shareholders. However, directors are encouraged to attend, and the Board and its committees meet immediately following, each annual meeting of shareholders. All ten of our then current directors attended the 20142015 Annual Meeting of Shareholders.

Code of Business Conduct and Ethics

All of the Company’s directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions) must adhere to the Company’s Code of Business Conduct and Ethics, which complies with the applicable SEC Rules and NYSE Rules and is intended to reinforce our commitment to maintaining the highest ethical standards in operating our business. The Code of Business Conduct and Ethics is available on the Company’s website atwww.mihomes.com under the “Investors” heading or by writing to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Chief Legal Officer and Secretary. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics that relate to elements listed under Item 406(b) of Regulation S-K and apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.

Executive Sessions

In accordance with our Corporate Governance Guidelines and NYSE Rules, our non-management directors meet without management or inside directors present at every regularly scheduled Board meeting (at

11

least twice per year) and at such other times as our Lead Independent Director or a majority of our non-management directors deem necessary or appropriate. Each executive session is chaired by our Lead Independent Director. During 2014,2015, the non-management directors held four executive sessions.

Communications with the Board of Directors

The Board believes it is important for shareholders and other interested parties to have a process by which to send communications to the Board. Accordingly, shareholders and other interested parties who wish to communicate with the Board or a particular director or group of directors (including the non-management directors) may do so by sending a letter to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Shareholder/

10

“Shareholder/Interested Party-Board Communication” or “Shareholder/Interested Party-Director Communication.” All such letters must identify the author as a shareholder or other interested party (indicating such interest) and clearly state whether the intended recipients are all members of the Board or certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors.

Board Leadership Structure

The Company does not have a fixed policy regarding whether the offices of Chairman of the Board and Chief Executive Officer should be vested in the same person or two different people. The Board has determined that the combined role of Chairman and Chief Executive Officer, as supplemented by our Lead Independent Director (as discussed below), is the most effective leadership structure for us at the present time. The Board believes that our Chief Executive Officer is best qualified to serve as Chairman because, as the officer ultimately responsible for our operations and performance, he is intimately familiar with our business, operations and industry and uniquely positioned to effectively identify and lead discussions concerning our strategic priorities. The Board further believes that the combined role of Chairman and Chief Executive Officer promotes the development and execution of our business strategy and facilitates information flow between management and the Board, which are essential to effective governance. In addition, the Board believes that our current Chief Executive Officer’s family relationship (he is the son of the founder of the Company), previous experience as a real estate attorney and more than 2425 years of service with the Company in various roles spanning production, sales and land acquisition/disposition and development further qualify him to serve as Chairman.

To supplement our leadership structure, the Board has a Lead Independent Director position, which is currently held by Friedrich K.M. Böhm. The Lead Independent Director serves at the discretion of, and is annually elected by, our independent directors. The Lead Independent Director has the following duties and responsibilities:

12

The Board periodically reviews our leadership structure and retains the authority to modify the structure, as and when appropriate, to address our then current circumstances.

11

Board’s Role in Risk Oversight

Management is responsible for identifying and managing risk and bringing to the Board’s (or the applicable committee’s) attention the most material risks that we face. While management reviews risk on a company-wide basis, it focuses on risks in three primary areas: (1) financial risk; (2) legal, compliance and regulatory risk; and (3) operational and strategic risk. The Board has ultimate oversight responsibility for our risk-management program and carries out this responsibility directly and through its committees. The full Board directly oversees and reviews operational and strategic risk and receives regular reports from the committee chairs regarding risk oversight in the committees’ respective areas of responsibility. The Audit Committee oversees and reviews financial risk (including our internal controls) and legal, compliance and regulatory risk. In carrying out their oversight responsibilities, the full Board and the Audit Committee receive regular reports from the appropriate members of management regarding the material risks that have been identified, including how those risks are being managed and strategies for mitigating those risks. The Audit Committee also receives an annual risk assessment report from our internal auditors and, in accordance with its charter, discusses with management the guidelines and policies that management uses to govern the process by which risk assessment and management is undertaken, with particular attention to financial risks.

In connection with its oversight of our executive compensation program, the Compensation Committee reviews and evaluates our compensation policies and practices relating to our employees (as well as our executive officers). During its review and evaluation, the Compensation Committee focuses on any incentives that may create, and any factors that may reduce the likelihood of, excessive risk taking by our employees to determine whether our compensation policies and practices present a material risk to us. Based on this review, the Compensation Committee has concluded that our compensation policies and practices for our employees (including our executive officers) do not create risks that are reasonably likely to have a material adverse effect on us.

The Nominating and Governance Committee oversees risks related to the composition and operation of our Board, including director independence and potential conflicts of interest.

Nomination of Directors

As described above, the Company has a standing Nominating and Governance Committee that is responsible for providing oversight on the broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials and does not have any specific eligibility requirements or minimum qualifications that must be met by a Nominating and Governance Committee-recommended nominee. The Nominating and Governance Committee considers those factors it deems appropriate, including judgment, skill, independence, diversity, strength of character, experience with businesses and organizations comparable in size or scope, experience as an executive of, or advisor to, a publicly-traded or private company, experience and skill relative to other Board members, specialized knowledge or experience and desirability of the candidate’s membership on the Board. The Nominating and Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Nominating and Governance Committee considers diversity, including diversity of gender, race and ethnicity, education,

13

professional experience, viewpoints, backgrounds and skills. The Nominating and Governance Committee does not assign a specific weight to particular factors and, depending upon the current needs of the Board, may weigh certain factors more or less heavily. The Nominating and Governance Committee does, however, believe that all members of the Board should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of interest that would materially interfere with performance as a director.

12

The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, and does not evaluate candidates differently based on who has made the recommendation. Pursuant to its written charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates and to approve the fees and other retention terms for any such consultant or search firm. No such consultant or search firm has been used to date.

Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by giving written notice of the recommendation to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Secretary. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation or employment, as well as a description of the candidate’s qualifications, attributes and other skills. A written statement from the candidate consenting to serve as a director, if so nominated and elected, must accompany any such recommendation.

The Board, taking into account the recommendations of the Nominating and Governance Committee, selects the nominees for election as directors at the annual meeting of shareholders. In addition, shareholders who wish to nominate one or more persons for election as a director at the annual meeting of shareholders may do so provided they comply with the nomination procedures set forth in the Company’s Regulations. To nominate one or more persons for election as a director at an annual meeting, the Company’s Regulations require that a shareholder give written notice of such shareholder’s intent to make such nomination or nominations by personal delivery or by United States Mail, postage pre-paid, to the Secretary of the Company not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting (or, if the date of the annual meeting is changed by more than 30 days from the anniversary date of the preceding year’s annual meeting or, in the case of a special meeting, within seven days after the date the Company mails or otherwise gives notice of the date of the meeting). Such notice shall set forth: (1) the name and address of the shareholder intending to make the nomination and the person or persons to be nominated; (2) a representation that the shareholder is a holder of record entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (4) such other information regarding each nominee proposed by the shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board; and (5) the consent of each nominee to serve as a director of the Company, if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

1413

Proposal No. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking our shareholders to approve a non-binding, advisory resolution on the compensation of our executive officers identified in the Summary Compensation Table on page 3952 of this Proxy Statement (the “Named Executive Officers”) as disclosed in this Proxy Statement (commonly—commonly referred to as a “say-on-pay” vote).vote. Our Board has adopted a policy providing for an annual “say-on-pay” vote. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking our shareholders to vote “FOR” the following resolution:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and all related disclosures.

We are committed to responsible executive compensation practices. Our executive compensation program seeksThrough a balanced mix of base salary, annual cash performance bonus and long-term equity awards, we seek to promote four primary objectives:objectives with our executive compensation program: (1) attracting and retaining exceptional executives; (2) motivating our executives; (3) aligning the interests of our executives and our shareholders; and (4) rewarding short-termshort- and long-term performance. To achieve these objectives, we use a combination of base salary, annual cash performance bonus and long-term equity awards. Our executive compensation program is intended to be competitive with our peer groupPeer Group (as defined on page 39 of this Proxy Statement) while concentrating a significant portionmajority of each Named Executive Officer’s potential total compensation in at risk or variable compensation that is tied todependent upon our achievement of measurable performance goals and/or the long-term appreciation in the price of our Common Shares.

During the three-year period from 2012 through 2014 following the severe recession that the homebuilding industry experienced, we significantly improved our financial and operating performance. In 2014,2015, we remained focused on continuing this positive momentum and continuing to grow our profitability as well as positioning the positive financial and operating results that we achieved in 2012 and 2013 and ourCompany for long-term success. Our principal company goals were to build uponincrease the number of homes delivered, increase the number of new communities opened, improve our profitabilitycustomer service scores and position the Company for long-term success. We set financial and operational goals for 2014 intended to drive our profitability with a focus on increasingincrease our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”). The “Compensation Discussion and Analysis” beginning on page 2235 of this Proxy Statement describes in detail our executive compensation program and the decisions made by the Compensation Committee in 2014.2015. We urge shareholders to read the “Compensation Discussion and Analysis” as well as the Summary Compensation Table and other related compensation tables on pages 39-4852—61 of this Proxy Statement.

Our 2014Consistent with our continued focus on growing our profitability, our 2015 executive compensation program was substantially similar in design to our 2013 program, with one exception discussed below.2014 program. Highlights of our 20142015 executive compensation program and the Compensation Committee’s decisions include:

14

In 2014,2015, we achievedincreased our Adjusted Pre-Tax Income of $73.2 million, a 55% increase from 2013,by 34%, and each Named Executive Officer received a cash performance bonus that represented 78%66% of his maximum potentialannual performance bonus opportunity.

15

Under the PSU awards, each Named Executive Officer received a target number of PSU’s which will vest and be earned, if at all, after the completion of a three-year performance period from January 1, 2014 through December 31, 2016 based (1) 80% on our cumulative Adjusted Pre-Tax Income over the performance period and (2) 20% on our relative total shareholder return compared to our Peer Group (as defined on page 26 of this Proxy Statement and described for purposes of the PSU calculation on page 33 of this Proxy Statement) over the performance period, and continued employment. Any vested PSU’s will be settled on a one-for-one basis in whole Common Shares. Any PSU’s that do not vest will be forfeited. The Compensation Committee added the PSU awards for several reasons, including to address in a performance-based manner a competitive disconnect between the aggregate value of our Named Executive Officers’ long-term compensation and the long-term compensation awarded to similarly-situated executives in our Peer Group.

In addition to building uponcontinuing to grow our profitability although our new contracts declined by 3% in 2014 (primarily as a result of delays in the opening of certain of our new communities),2015, we improved our operational and financial performance on a number of other key fronts, in 2014. For example, in 2014, we increasedincluding increasing our revenue by 17%, increased our homes delivered by 7% to4% (to the highest level since 2006, finishedamount in nine years), new contracts by 12%, community count by 17% and shareholders’ equity by 10%, finishing the year with a backlog units and sales value that was 4%were 25% and 34% greater than a year earlier, respectively, and the highest level since 2006, improvedimproving our operating margin by 110 basis points to 6.8%, increased our controlled lots by 5% and increased our shareholders’ equity by 10% from December 31, 2013.7.9%.

The vote on our executive compensation program is advisory which means that it is not binding on us. However, the Compensation Committee values the opinions of our shareholders. If there is a significant vote against this proposal, the Committee will consider our shareholders’ concerns and will evaluate whether anywhat actions are necessary to address those concerns.

The affirmative vote of holders of a majority of the outstanding Common Shares entitled to vote at the Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will be counted for purposes of establishing a quorum and will have the same effect as a vote against this proposal.

Your Board of Directors unanimously recommends a voteFOR the approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

1615

Proposal No. 3

APPROVAL OF AMENDMENT TO THE M/I HOMES, INC. 2009 LONG-TERM INCENTIVE PLAN AND REAPPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS

On February 16, 2016, the Board unanimously adopted, subject to approval by our shareholders, an amendment (the “Amendment”) to the 2009 LTIP to (1) increase the number of Common Shares available for issuance under the 2009 LTIP and (2) add a limit on the aggregate value of equity-based awards that may be granted to our non-employee directors under the 2009 LTIP during any fiscal year. In this Proposal No. 3, we are asking our shareholders to approve the 2009 LTIP, as proposed to be amended by the Amendment, and reapprove the material terms of the performance goals for performance-based awards (“Performance-Based Awards”) under the 2009 LTIP for purposes of compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (“Section 162(m)”).

The purpose of the 2009 LTIP is to promote our long-term financial success and increase shareholder value by motivating performance through incentive compensation. We believe that equity-based awards are a competitive necessity in our industry and are essential to our continued ability to recruit and retain the individuals needed to successfully execute our business plan and achieve strong performance in the future. The 2009 LTIP serves these purposes by making equity- and cash-based awards available for grant to eligible participants in the form of:

The Proposed Amendment

The proposed Amendment makes two changes to the 2009 LTIP.

Increase in Share Authorization. We are proposing to increase the maximum aggregate number of Common Shares available for grant under the 2009 LTIP by 1,300,000 Common Shares. As of the Record Date (and excluding the proposed share increase), 592,295 Common Shares remained available for future grants of awards under the 2009 LTIP.

The 2009 LTIP is our only equity incentive plan. Because we believe equity compensation is a valuable tool to attract and retain exceptional personnel, motivate performance and align the interests of our personnel with the interests of our shareholders, we strongly believe that the Amendment is important to our future success. By increasing the number of Common Shares available for issuance under the 2009 LTIP by 1,300,000 Common Shares, we estimate, based on historical grant information, that we will have a sufficient number of Common Shares available for issuance under the 2009 LTIP to continue to provide equity-based incentive compensation for approximately the next three years. If our shareholders do not approve the Amendment, we may not have

16

enough Common Shares available for issuance under the 2009 LTIP to fund our regular annual equity grants in 2017. We believe that such a lack of available equity would materially limit our ability to attract, retain and motivate individuals integral to achieving our business goals and objectives and place us at a competitive disadvantage.

We recognize that equity awards dilute existing shareholders. The Compensation Committee annually reviews our equity compensation program to ensure that we balance the goals of attracting, retaining and motivating our personnel with our shareholders’ interest in limiting dilution. In reaching our conclusion as to the appropriate number of Common Shares to seek to add to the 2009 LTIP in this proposal, we reviewed, among other things, our burn rate. Burn rate measures how rapidly a company is depleting its shares reserved for equity compensation, and is commonly used by investors and proxy advisory firms to evaluate proposals relating to equity compensation plans.

We manage our burn rate over time to levels we believe are reasonable and appropriate. We have a three-year average burn rate as of December 31, 2015 of 1.73%, which is below the Institutional Shareholder Services (“ISS”) burn rate benchmark of 3.89% applied to our ISS industry classification (consumer durables and apparel). The burn rate was calculated as the three-year average of the total number of Options and director stock units awarded during each year divided by the weighted average Common Shares outstanding for each such year (assuming a 2.50x volatility multiplier for the stock unit awards). Because the ISS burn rate methodology does not take PSU’s into account until the PSU’s are earned after the performance cycle, we did not include the PSU’s that we granted in 2014 and 2015 (each of which is subject to a three-year performance cycle) in the foregoing calculation. If we include our 2014 and 2015 PSU awards in our burn rate calculation (assuming satisfaction of the performance goals at the target level), our three-year average burn rate as of December 31, 2015 is 2.09%.

In connection with determining the appropriate number of Common Shares to propose to add to the 2009 LTIP, the Compensation Committee also retained Pearl Meyer, its independent compensation consultant, to analyze the proposed Amendment. As part of its analysis, Pearl Meyer reviewed, among other things, our burn rate, our historical grant practices and the terms of the 2009 LTIP. Based on its analysis, Pearl Meyer determined that proposing to increase the Common Shares available for issuance under the 2009 LTIP by 1,300,000 shares is reasonable and expressed its support for the Amendment.

For more information concerning the number of Common Shares available for issuance under the 2009 LTIP and the outstanding awards under the 2009 LTIP and its predecessor plans, see “—New Plan Benefits” and “Equity Compensation Plan Information” on pages 28 and 64 of this Proxy Statement, respectively.

Establishing an Annual Limit on Awards to Non-Employee Directors. We are proposing to add a provision to the 2009 LTIP that limits the aggregate value of equity-based awards that may be granted annually to our non-employee directors. Pursuant to the Amendment, the aggregate number of Common Shares with respect to which awards may be granted under the 2009 LTIP to a non-employee director during any fiscal year shall not exceed that number of Common Shares having a fair market value on the date of grant equal to $350,000. The 2009 LTIP, as currently in effect, does not include any such limit. We believe that the addition of this director equity compensation limit is a developing best practice and reflects our commitment to good corporate governance. For more information concerning the compensation of our non-employee directors, see “Compensation of Directors” on page 62 of this Proxy Statement.

Section 162(m) Reapproval

In connection with the approval of the 2009 LTIP, as proposed to be amended by the Amendment, we are also asking our shareholders to reapprove the material terms of the performance goals for Performance-Based Awards set forth in the 2009 LTIP. This reapproval will provide us with the continued flexibility to grant awards under the 2009 LTIP that qualify as “performance-based” compensation under Section 162(m). Section 162(m) generally provides that a company is prohibited from deducting compensation paid to certain “covered

17

employees” (i.e., the principal executive officer and three other most highly compensated executive officers (other than the principal financial officer)) in excess of $1 million per person in any year. Compensation that qualifies as “performance-based” is excluded for purposes of calculating the amount of compensation subject to the $1 million limit. One of the requirements that must be satisfied to qualify as “performance-based” compensation is that the material terms of the performance goals under which the compensation may be paid must be disclosed to and approved by a majority vote of the company’s shareholders at least once every five years. For purposes of Section 162(m), the material terms of the performance goals generally include: (1) the individuals eligible to receive compensation upon achievement of performance goals; (2) the business criteria on which the performance goals may be based; and (3) the maximum amount that may be paid to an individual upon attainment of the performance goals.

Each of these material terms as they relate to the 2009 LTIP is discussed below, and by approving the 2009 LTIP, as proposed to be amended by the Amendment, our shareholders also will be reapproving the material terms of the performance goals under the 2009 LTIP for purposes of the shareholder approval requirements of Section 162(m).

Corporate Governance Practices

The 2009 LTIP includes a number of provisions that we believe reflect best practices and protect the interests of our shareholders. These provisions include:

No Discounted Options or SARs. Options and SARs may not be granted with an exercise price less than the fair market value of our Common Shares on the date of grant.

No Repricing Without Shareholder Approval. At any time when the exercise price of an Option or SAR is above the market price of our Common Shares, we cannot, without shareholder approval, “reprice” such Option or SAR by reducing the exercise price or exchanging such Option or SAR for cash or other awards (including a new Option or SAR) at a reduced exercise price.

Independent Committee Administration. The 2009 LTIP is administered by the Compensation Committee, whose members satisfy the NYSE standards for independence, the disinterested administration requirements of Rule 16b-3 under the Exchange Act and the “outside director” requirements of Section 162(m).

Minimum Vesting Requirements. All Full Value Awards, including Restricted Stock and Other Stock-Based Awards, must meet minimum vesting requirements, subject to certain limited exceptions. For Full Value Awards that are performance-based, performance must be measured over a period of at least one year and Full Value Awards that are not performance-based must have vesting periods over at least three years, in each case with certain limited exceptions.

Section 162(m) Eligibility.The Compensation Committee has the flexibility to approve awards eligible for treatment as “performance-based” compensation under Section 162(m).

No Liberal Share Recycling. Common Shares subject to an award that are used to pay the exercise price of such award or are withheld to satisfy taxes required to be withheld with respect to any taxable event arising under such award will not again be available for issuance under the 2009 LTIP. In addition, unissued Common Shares resulting from the settlement of SARs in Common Shares do not become available for issuance as future awards under the 2009 LTIP.

Fungible Share Design. Common Shares issued in connection with Restricted Stock and Other Stock-Based Awards count against the number of Common Shares authorized for issuance under the 2009 LTIP at a higher rate (1.35) than Common Shares issued upon exercise of Options and SARs.

18

No Annual “Evergreen” Provision. The 2009 LTIP provides a specific maximum share limitation and does not provide for an annual, automatic increase in the number of Common Shares available for future awards.

Annual Limit on Awards to Non-Employee Directors. Subject to the approval of this proposal, the value of equity-based awards granted to a non-employee director during any fiscal year may not exceed $350,000.

Summary of the 2009 LTIP as Proposed to be Amended

The material features of the 2009 LTIP, as it is proposed to be amended by the Amendment, are summarized below. This summary is qualified in its entirety by reference to the complete text of the 2009 LTIP, as it is proposed to be amended by the Amendment, which is attached to this Proxy Statement asAppendix A.

Available Common Shares

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of awards under the 2009 LTIP will be 3,900,000. Common Shares issued under the 2009 LTIP may consist of: (1) treasury shares; (2) authorized but unissued Common Shares not reserved for any other purpose; or (3) Common Shares purchased by us in the open market for such purpose.

Upon the grant of an Option or a SAR, we will reduce the number of Common Shares available for issuance under the 2009 LTIP by an amount equal to the number of Common Shares subject to such award. Upon the grant of an award, other than an Option or a SAR, that is to be settled by the issuance of Common Shares (a “Full Value Award”), we will reduce the number of Common Shares available for issuance under the 2009 LTIP by an amount equal to the number of Common Shares subject to such award multiplied by 1.35. In the case of any SAR which is settled in Common Shares, we will count the full number of Common Shares subject to the SAR against the number of Common Shares available for future awards, regardless of the number of Common Shares used to settle the SAR upon exercise. In addition, Common Shares subject to an award that are used to pay the exercise price of such award or are withheld to satisfy taxes required to be withheld with respect to any taxable event arising under such award will not again be available for issuance under the 2009 LTIP.

The following Common Shares may be awarded under the 2009 LTIP and do not count against the 3,900,000 share limit:

During any fiscal year, the Compensation Committee may not grant any participant:

19

The foregoing limits only apply to awards that are granted to covered employees and designated by the Compensation Committee as qualified performance-based compensation for purposes of Section 162(m).

In addition, the 2009 LTIP sets a limit on equity-based awards to non-employee directors. The aggregate number of Common Shares with respect to which awards may be granted under the 2009 LTIP to a non-employee director during any fiscal year shall not exceed that number of Common Shares having a fair market value on the date of grant equal to $350,000.

In the event of any Common Share dividend, Common Share split, recapitalization, merger, reorganization, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of Common Shares or any other change affecting the Common Shares, the Compensation Committee will make such substitutions and adjustments as it deems equitable and appropriate to: (1) the number of Common Shares that it may issue under the 2009 LTIP; (2) any Common Share-based limits imposed under the 2009 LTIP; and (3) the exercise price, number of Common Shares and other terms or limitations applicable to outstanding awards.

Administration

The Compensation Committee will administer the 2009 LTIP. The Compensation Committee will be comprised of at least two directors, each of whom will be independent under the NYSE Rules, an “outside director” (within the meaning of Section 162(m)) and a “non-employee” director (within the meaning of Rule 16b-3 under the Exchange Act).

In its capacity as plan administrator, the Compensation Committee will determine which participants will be granted awards, the type of each award granted and the terms and conditions of each award. The Compensation Committee will also have full power and authority to: (1) establish, amend and rescind rules and regulations relating to the 2009 LTIP; (2) interpret the 2009 LTIP and all related award agreements; and (3) make any other determinations that it deems necessary or desirable for the administration of the 2009 LTIP. Any action taken by the Compensation Committee will be final, binding and conclusive on all parties.

With respect to each award granted under the 2009 LTIP, we will enter into a written or electronic award agreement with the participant which describes the terms and conditions of the award, including: (1) the type of award and when and how it may be exercised or earned; (2) any exercise price associated with the award; (3) how the award will or may be settled; and (4) any other applicable terms and conditions affecting the award.

Eligibility

The Compensation Committee may select any: (1) of our employees and those of our affiliates; (2) of our non-employee directors; and (3) consultants who render services to us or our affiliates to receive awards under the 2009 LTIP. As of the Record Date, we have six non-employee directors and there are approximately 1,014 employees of the Company and our affiliates. We are unable to reasonably estimate the number of third-party consultants who will be eligible to receive awards under the 2009 LTIP.

20

Types of Awards

Options. The Compensation Committee may grant Options at any time during the term of the 2009 LTIP in such number, and upon such terms and conditions, as it determines. The exercise price of any Option will be at least equal to the fair market value of the Common Shares (i.e., the closing price of the Common Shares on the NYSE) on the date the Option is granted, and may be paid: (1) in cash; (2) by tendering previously-acquired Common Shares; (3) by a cashless exercise; and/or (4) through any other method approved by the Compensation Committee. The Compensation Committee will also determine the term of the Option (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the Option, all of which will be reflected in the related award agreement. The award agreement will specify whether the Option is intended to be an ISO or a NQSO. The Compensation Committee may grant all of the Common Shares available for issuance under the 2009 LTIP with respect to ISOs. However, the Compensation Committee may only grant ISOs to our employees or those of our subsidiaries, and ISOs will be subject to certain additional restrictions, including, without limitation compliance with the requirements of Section 422 of the Code.

Stock Appreciation Rights. The Compensation Committee may grant SARs at any time during the term of the 2009 LTIP in such number, and upon such terms and conditions, as it determines. The exercise price of any SAR will be at least equal to the fair market value of the Common Shares on the date the SAR is granted. The Compensation Committee will also determine the term of the SAR (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the SAR, all of which will be reflected in the related award agreement. Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between: (1) the fair market value of a Common Share on the exercise date; and (2) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

Restricted Stock. The Compensation Committee may grant shares of Restricted Stock at any time during the term of the 2009 LTIP in such number, and upon such terms and conditions, as it determines. Restricted Stock consists of Common Shares that are issued to a participant but are subject to forfeiture based upon satisfaction of certain terms, conditions and restrictions which may include, without limitation: (1) a requirement that participants pay a purchase price for each share of Restricted Stock; (2) restrictions based on the achievement of specific performance goals; (3) time-based restrictions; or (4) holding requirements or sale restrictions upon vesting. The Compensation Committee will determine the terms, conditions and restrictions applicable to each Restricted Stock award, all of which will be reflected in the related award agreement. Except as otherwise set forth in the 2009 LTIP or described in the related award agreement in connection with a participant’s termination due to death, Disability or Retirement (as such terms are defined in the 2009 LTIP): (1) no condition on vesting of Restricted Stock that is based upon the achievement of specified performance goals may be based on performance over a period of less than one year; and (2) no condition on vesting of Restricted Stock that is based upon continued employment or the passage of time may provide for vesting in full of the award more quickly than in pro rata installments over three years from the date of grant. The Compensation Committee may, however, grant Full Value Awards (including Restricted Stock) covering up to 260,000 Common Shares in the aggregate without regard to such minimum vesting requirements.

During the period that the shares of Restricted Stock remain subject to forfeiture: (1) we may retain the certificates representing such shares; (2) a participant may not sell or otherwise transfer such shares; and (3) unless otherwise provided in the related award agreement, a participant will generally be entitled to exercise full voting rights and receive all dividends paid with respect to such shares (except that receipt of any such dividends will be subject to the same terms, conditions and restrictions as apply to such shares).

At the end of the restriction period: (1) the participant will forfeit the shares of Restricted Stock if all terms, conditions and restrictions specified in the related award agreement have not been met; or (2) we will distribute the shares of Restricted Stock to the participant if all terms, conditions and restrictions specified in the related award agreement have been met.

21

Other Stock-Based Awards. The Compensation Committee may grant Other Stock-Based Awards at any time during the term of the 2009 LTIP in such number, and upon such terms and conditions, as it determines. The Compensation Committee may grant Other Stock-Based Awards in such form as it determines, including, without limitation: (1) unrestricted Common Shares; or (2) time-based or performance-based restricted stock units that are settled in Common Shares and/or cash. The award agreement relating to each Other Stock-Based Award will specify the terms and conditions upon which the award will vest, the form of settlement (which may be cash, Common Shares or a combination thereof), whether the award will include dividend equivalents and any other terms and conditions of the award.

Except as otherwise set forth in the 2009 LTIP or described in the related award agreement in connection with a participant’s termination due to death, Disability or Retirement: (1) no condition on vesting of an Other Stock-Based Award that is based upon the achievement of specified performance goals may be based on performance over a period of less than one year; and (2) no condition on vesting of an Other Stock-Based Award that is based upon continued employment or the passage of time may provide for vesting in full of the award more quickly than in pro rata installments over three years from the date of grant. The Compensation Committee may, however, grant Full Value Awards (including Other Stock-Based Awards) covering up to 260,000 Common Shares in the aggregate without regard to such minimum vesting requirements.

Cash-Based Awards. The Compensation Committee may grant Cash Awards at any time during the term of the 2009 LTIP in such amounts, and upon such terms and conditions, as it determines. The award agreement relating to each Cash Award will specify the payment amount or payment range, any applicable performance objectives and any other terms and conditions of such award.

Performance-Based Awards. Under the terms of the 2009 LTIP, the Compensation Committee may grant Cash Awards, Restricted Stock and Other Stock-Based Awards in a manner that constitutes qualified performance-based compensation and is deductible by us under Section 162(m). Specifically, the Compensation Committee will condition the grant, vesting, exercisability and/or settlement of such Performance-Based Awards on the attainment of performance goals during a specified performance period. The Compensation Committee will base the performance goals on one or more of the following performance criteria enumerated in the 2009 LTIP:

22

As determined by the Compensation Committee, the selected performance criteria may relate to the individual participant, the Company, one or more affiliates of the Company and/or one or more divisions or business units of the Company or its affiliates, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices.

For each Performance-Based Award granted to a covered employee, the Compensation Committee will establish in writing the applicable performance goals, performance period and formula for computing the Performance-Based Award while the outcome of the applicable performance goals is substantially uncertain, but in no event later than the earlier of: (1) 90 days after the beginning of the applicable performance period; or (2)

23

the expiration of 25% of the applicable performance period. After the end of each performance period, the Compensation Committee will certify in writing whether the performance goals and other material terms imposed on the Performance-Based Award have been satisfied.

To the extent consistent with Section 162(m), the Compensation Committee may calculate performance goals relating to any Performance-Based Award without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance-Based Award actually paid to a participant.

Termination of Employment or Service

The Compensation Committee will determine the extent to which each award granted under the 2009 LTIP will vest and the extent to which a participant will have the right to exercise and/or settle the award in connection with a participant’s termination of employment or service. Such provisions, which will be reflected in the related award agreement, need not be uniform among all awards and may reflect distinctions based on the reasons for termination. However, the Compensation Committee may generally only accelerate the vesting conditions of an award upon a participant’s termination due to death, Disability or Retirement (as such terms are defined in the 2009 LTIP).

Change in Control

Except as otherwise provided in the related award agreement, in the event of a Change in Control (as such term is defined in the 2009 LTIP), the Compensation Committee may take such actions, if any, as it deems necessary or desirable with respect to any outstanding award as of the date of the consummation of such Change in Control. Such actions may include, without limitation: (1) the acceleration of the vesting, settlement and/or exercisability of an award; (2) the payment of a cash amount in exchange for the cancellation of an award; and/or (3) the issuance of substitute awards that substantially preserve the value, rights and benefits of any awards affected by the Change in Control.

Transferability

Except as otherwise provided in a related award agreement: (1) a participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate an award, except by will or the laws of descent and distribution; and (2) during a participant’s lifetime, only the participant or his or her guardian or legal representative may exercise an award.

No Rights as a Shareholder

Except as otherwise provided in the 2009 LTIP or in a related award agreement, a participant will not have any rights as a shareholder with respect to Common Shares covered by an award unless and until the participant becomes the record holder of such Common Shares.

Repricing

The 2009 LTIP expressly prohibits the Board or the Compensation Committee from amending the terms of an outstanding award to: (1) reduce the exercise price of an outstanding Option or SAR; or (2) cancel an outstanding Option or SAR in exchange for cash or other awards (including Options or SARs) having an exercise price less than the exercise price of the original Option or SAR, without shareholder approval.

24

Effective Date and Term

The 2009 LTIP became effective upon its approval by our shareholders on May 5, 2009 and, unless earlier terminated, will continue until May 5, 2019 (except that the Compensation Committee may not grant any ISOs after February 10, 2019).

Amendment or Termination

The Board or the Compensation Committee may amend or terminate the 2009 LTIP at any time, except that no amendment or termination may be made without shareholder approval if: (1) the amendment materially increases the benefits accruing to participants; (2) the amendment materially increases the aggregate number of Common Shares authorized for grant under the 2009 LTIP; (3) the amendment materially modifies the eligibility requirements for participation; or (4) such approval is required by any law, regulation or stock exchange rule.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the 2009 LTIP. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Proxy Statement and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the 2009 LTIP.

Incentive Stock Options. The Company intends for ISOs to qualify for special treatment available under Section 422 of the Code. A participant will not recognize taxable income when an ISO is granted, and we will not receive a deduction at that time. A participant will not recognize ordinary income upon the exercise of an ISO, provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the grant date of the ISO and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant’s employment is terminated due to Disability).

If the participant does not sell or otherwise dispose of the Common Shares acquired upon the exercise of an ISO within two years from the grant date of the ISO or within one year after the participant receives the Common Shares, then, upon disposition of such Common Shares, any amount realized in excess of the exercise price will be taxed to the participant as a capital gain, and we will not be entitled to a corresponding deduction. The participant generally will recognize a capital loss to the extent that the amount realized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant generally will recognize ordinary income at the time of the disposition of the Common Shares in an amount equal to the lesser of: (1) the excess of the fair market value of the Common Shares on the date of exercise over the exercise price; or (2) the excess, if any, of the amount realized upon disposition of the Common Shares over the exercise price, and we will be entitled to a corresponding deduction. Any amount realized in excess of the value of the Common Shares on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount realized upon the disposition of the Common Shares.

The rules that generally apply to ISOs do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from ISOs.

Nonqualified Stock Options. A participant will not recognize any income when a NQSO is granted, and we will not receive a deduction at that time. However, when a NQSO is exercised, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the Common Shares that the participant

25

purchased on the date of exercise over the exercise price. If a participant uses Common Shares or a combination of Common Shares and cash to pay the exercise price of a NQSO, the participant will recognize ordinary income equal to the value of the excess of the number of Common Shares that the participant purchases over the number of Common Shares that the participant surrenders, less any cash the participant uses to pay the exercise price. When a NQSO is exercised, we will be entitled to a deduction equal to the ordinary income that the participant recognizes.

If the amount a participant receives upon disposition of the Common Shares that the participant acquired by exercising a NQSO is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the Common Shares for more than one year after the participant acquired them by exercising the NQSO. Conversely, if the amount a participant receives upon disposition of the Common Shares that the participant acquired by exercising a NQSO is less than the sum of the aggregate exercise price the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the Common Shares for more than one year after the participant acquired them by exercising the NQSO.

Stock Appreciation Rights. A participant will not recognize taxable income when a SAR is granted, and we will not receive a deduction at that time. When a SAR is exercised, a participant will recognize ordinary income equal to the excess of the cash and/or the fair market value of the Common Shares the participant receives over the aggregate exercise price of the SAR, if any, and we will be entitled to a corresponding deduction. If the amount a participant receives upon disposition of the Common Shares that the participant acquired by exercising a SAR is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the Common Shares for more than one year after the participant acquired them by exercising the SAR. Conversely, if the amount a participant receives upon disposition of the Common Shares that the participant acquired by exercising a SAR is less than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the Common Shares for more than one year after the participant acquired them by exercising the SAR.

Restricted Stock. Unless a participant makes an election under Section 83(b) of the Code (a “Section 83(b) Election”), the participant generally will not recognize taxable income when Restricted Stock is granted, and we will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the Restricted Stock vests (i.e., when the underlying Common Shares are freely transferable or not subject to a substantial risk of forfeiture) equal to the fair market value of the Common Shares that the participant receives when the terms, conditions and restrictions have been met, less any consideration paid for the Restricted Stock, and we generally will be entitled to a deduction equal to the income that the participant recognizes.

If the amount a participant receives upon disposition of these Common Shares is greater than the fair market value of the Common Shares when the Restricted Stock vested, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the Common Shares for more than one year after the Restricted Stock vested. Conversely, if the amount the participant receives upon disposition of these Common Shares is less than the fair market value of the Common Shares when the Restricted Stock vested, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the Common Shares for more than one year after the Restricted Stock vested.

If a participant makes a Section 83(b) Election, the participant will recognize ordinary income on the grant date equal to the fair market value of the Common Shares subject to the Restricted Stock award on the grant date, and we will be entitled to a deduction equal to the income that the participant recognizes at that time.

26

However, the participant will not recognize income when (and if) the Restricted Stock vests. If a participant who has made a Section 83(b) Election earns the Common Shares subject to a Restricted Stock award, any appreciation between the grant date and the date the participant disposes of the Common Shares will be treated as a long-term or short-term capital gain, depending on whether the participant held the Common Shares for more than one year after the grant date. Conversely, if the amount the participant receives upon disposition of these Common Shares is less than the fair market value of the Common Shares on the grant date, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the Common Shares for more than one year after the grant date. Also, if a participant forfeits his or her Restricted Stock, the participant cannot take a tax deduction in connection with the forfeiture of the Restricted Stock subject to a Section 83(b) Election.

Other Stock-Based Awards. Generally, a participant will not recognize taxable income when an Other Stock-Based Award is granted, and we will not receive a deduction at that time. However, upon the settlement of an Other Stock-Based Award, the participant will recognize ordinary income equal to the cash and/or fair market value of the Common Shares that the participant receives, less the aggregate exercise price of the Other Stock-Based Award, if any. We generally will be entitled to a deduction equal to the income that the participant recognizes.

If the participant receives Common Shares upon the settlement of an Other Stock-Based Award and the amount the participant receives upon disposition of the Common Shares acquired upon the settlement of the Other Stock-Based Award is greater than the fair market value of the Common Shares when they were issued to the participant, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the Common Shares for more than one year after they were issued. Conversely, if the amount the participant receives upon disposition of these Common Shares is less than the value of the Common Shares when they were issued, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the Common Shares for more than one year after they were issued.

Cash-Based Award. A participant will not recognize ordinary income at the time a Cash Award is granted, and we will not be entitled to a deduction at that time. In general, a participant will recognize ordinary income when the Cash Award is settled equal to the amount of the cash received, and we will be entitled to a corresponding deduction.

Section 409A. Section 409A of the Code imposes certain restrictions on amounts deferred under non-qualified deferred compensation plans and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. Section 409A includes a broad definition of non-qualified deferred compensation plans, which includes certain types of equity incentive compensation. The Company intends for the awards granted under the 2009 LTIP to comply with or be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder.

27

New Plan Benefits

Awards granted under the 2009 LTIP are at the discretion of the Compensation Committee. As such, it is not possible to determine the benefits or the amounts to be received by or allocated to participants under the 2009 LTIP in the future.

Since the adoption of the 2009 LTIP, we have only granted Options, stock units and PSU’s thereunder. As of the Record Date, there were (1) 2,034,650 outstanding Options, (2) 43,500 outstanding stock units and (3) 185,936 outstanding PSU’s (assuming satisfaction of the performance goals at the target level) under the 2009 LTIP. In accordance with SEC Rules, the following table sets forth all of the Options, stock units and PSU’s granted to each of our executive officers and the groups identified below since the adoption of the 2009 LTIP through the Record Date:

28

As of the Record Date, there were (1) 2,333,328 outstanding options under the 2009 LTIP and its predecessor plans, (2) 51,559 outstanding stock units under the 2009 LTIP and its predecessor plans, (3) 185,936 outstanding PSU’s under the 2009 LTIP (assuming satisfaction of the performance goals at the target level), (4) 66,118 outstanding phantom stock units under our deferred compensation plans and (5) 24,660,271 outstanding Common Shares. These outstanding options have a weighted average exercise price of $19.93 and a weighted average term to expiration of 6.79 years.

Vote Required

The affirmative vote of holders of a majority of the outstanding Common Shares entitled to vote at the Annual Meeting is required to approve the 2009 LTIP, as proposed to be amended by the Amendment, and reapprove the material terms of the performance goals thereunder. Abstentions and broker non-votes will be counted for purposes of establishing a quorum and will have the same effect as a vote against this proposal.

Your Board of Directors unanimously recommends a voteFOR the approval of the 2009 LTIP, as proposed to be amended by the Amendment, and reapproval of the material terms of the performance goals thereunder.

29

Proposal No. 4

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.2016. Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for the 20142015 fiscal year. Although action by the shareholders in this matter is not required, the Audit Committee believes that shareholder ratification of its appointment of Deloitte & Touche LLP is appropriate because of the independent registered public accounting firm’s role in reviewing the quality and integrity of the Company’s internal control over financial reporting. A representative of Deloitte & Touche LLP will be present at the Annual Meeting. The representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

The affirmative vote of holders of a majority of the outstanding Common Shares entitled to vote at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP. Abstentions will be counted for purposes of establishing a quorum and will have the same effect as a vote against the proposal. In the event that the shareholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider (but may decide to maintain) its appointment of Deloitte & Touche LLP.

Your Board of Directors unanimously recommends a voteFOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm.

1730

EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES

The executive officers of the Company are Robert H. Schottenstein, Phillip G. Creek and J. Thomas Mason. Biographical information with respect to the executive officers is set forth under “Board of Directors” beginning on page 4 of this Proxy Statement. The executive officers are elected by, and serve at the pleasure of, the Board. The following table sets forth biographical information with respect to certain key employees of the Company:

1831

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 11, 2015,9, 2016, the number and percentage of our outstanding Common Shares beneficially owned by (1) each person who, to the knowledge of the Company, beneficially owns more than five percent of the outstanding Common Shares, (2) each of the Company’s directors, nominees for director and Named Executive Officers and (3) all of the current directors and executive officers of the Company as a group. Except as set forth in the footnotes to the table, the shareholders have sole voting and dispositive power with respect to such Common Shares:

19

32

In addition to our Common Shares, on March 15, 2007, we issued 4,000,000 Depositary Shares, each representing 1/1000th of a 9.75% Series A Preferred Share of the Company (the “Preferred Shares”). On April 10, 2013, we redeemed 2,000,000 of the outstanding Depositary Shares. The Preferred Shares are not convertible into our Common Shares or any other securities and have no voting rights, except with respect to those specified matters set forth in the Company’s Amended and Restated Articles of Incorporation or as otherwise required by applicable Ohio law. Except as noted below, none of our directors, nominees for director or executive officers (including the Named Executive Officers) owned any of our Preferred Shares as of March 11, 2015.9, 2016.

2033

As of March 11, 2015,9, 2016, Michael P. Glimcher beneficially owns 995 Depositary Shares (less than 0.1% of the outstanding Depositary Shares).

As of March 11, 2015,9, 2016, Robert H. Schottenstein beneficially owns 36,839 Depositary Shares (1.8% of the outstanding Depositary Shares), of which (1) 497 are held in the Irving E. Schottenstein Marital Trust 1, of which Mr. Schottenstein is one of four trustees, (2) 30,397 are held in the Irving E. Schottenstein Marital Trust 2, of which Mr. Schottenstein is one of four trustees, (3) 2,960 are held in the Irving E. Schottenstein Insurance Trust, of which Mr. Schottenstein is one of three trustees, (4) 995 are held in the Alissa Schottenstein Skip Trust, of which Mr. Schottenstein is the sole trustee, (5) 995 are held in the Joshua Schottenstein Skip Trust, of which Mr. Schottenstein is the sole trustee and (6) 995 are held in the Leah Schottenstein Skip Trust, of which Mr. Schottenstein is the sole trustee. Mr. Schottenstein, in his capacity as a trustee of each of these trusts, has sole voting power (to the extent applicable) and sole dispositive power with respect to all such Depositary Shares and disclaims beneficial ownership of all such Depositary Shares.

2134

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy, objectives and policies. The CD&A focuses on the compensation of our Named Executive OfficersOfficers’ compensation for 20142015 and the decisions ofhow and why the Compensation Committee (the “Committee”) with respect todetermined that compensation. The CD&A also provides context for the data we present in the executive compensation tables and the accompanying footnotes and narrative discussion on pages 39-4835—50 of this Proxy Statement.

Executive Summary

Objectives. Through a balanced mix of base salary, annual cash performance bonus and long-term equity awards, the Committee seeks to promote four primary objectives: (1) attracting and retaining exceptional executive officers;executives; (2) motivating our executive officers;executives; (3) aligning the interests of our executives and our shareholders; and (4) rewarding short-termshort- and long-term performance.

20142015 Performance. During the three-year period from 2012 through 2014, we significantly improved our financial and operating performance. In 2014,2015, we remained focused on continuing this positive momentum and continuing to grow our profitability, and improve our returns, as well as positioning the positive financial and operating results that we achieved in 2012 and 2013 and ourCompany for long-term success. Our principal company goals were to build uponincrease the number of homes delivered, increase the number of new communities opened, improve our profitabilitycustomer service scores and position the Company for long-term success. We set financial and operational goals for 2014 intended to drive our profitability with a focus on increasing our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”). We achieved our principal company goal of growing our profitability in 2014 as evidenced byincrease our Adjusted Pre-Tax Income.

We believe we delivered on these goals. Our Adjusted Pre-Tax Income of $73.2for 2015 was $98.4 million, an increase of $26.1$25.2 million, or more than 55%34%, from 2013.2014. We delivered 3,883 homes in 2015, our highest level in nine years and a 4% increase over 2014. We opened 62 new communities in 2015 and increased our active community count by 17%. We also improved our homebuyer satisfaction ratings scores in 2015 to 93% on the 30-day survey and 86% on the six-month survey, increases of 4% and 2%, respectively, from 2014. At the same time, although our new contracts declined by 3% in 2014 (primarily as a result of delays in the opening of certain of our new communities), we improved our operationalfinancial and financialoperating performance in 2014 on a number of other key fronts in 2015, including:

35

20142015 Executive Compensation Program. Our 2014 executive compensation program was substantially similar in design to our 2013 program, with one exception discussed below. Given our continued focus on

growing continuing the positive momentum that we generated in 2014 and continuing to grow our profitability, the Committee designed our 20142015 executive compensation program in a substantially similar manner

22

intended to drive our profitability.2014 program. As a result,such, each Named Executive Officer’sOfficer received a base salary, an annual cash performance bonus (the most significant part of his compensation) was based solelyaward (based on our Adjusted Pre-Tax Income.Income) and long-term equity-based compensation in the form of service-based stock options and PSU’s. The Named Executive Officers’ base salaries in 2015 remained at their 2014 levels, and they received the same level of stock options and approximately the same level of PSU’s in 2015 as they received in 2014.

Consistent with the previous three years, the Committee selected Adjusted Pre-Tax Income as the performance goal for the annual cash performance bonus. The Committee furtherbelieves the Adjusted Pre-Tax Income performance goal effectively focuses our executives in a balanced manner on revenue generation, margin expansion and cost control—all of which underpin profitability. In an effort to drive continued improvement in our financial performance, the Committee designed the annual cash performance bonus in a leveraged manner to reward superior performance. For example,manner. Consequently, for each Named Executive Officer to receiveearn approximately the same percentage of his maximum annual performance bonus opportunity in 20142015 as he receivedearned in 2013 (71%2014 (78%), we needed to increase our Adjusted Pre-Tax Income by nearly 40%60% in 2014. Based on2015. We increased our more than 55% increase in Adjusted Pre-Tax Income by 34% in 2014,2015, and Robert H. Schottenstein, Phillip G. Creek and J. Thomas Mason received cash performance bonuses for 2014 in the amounts of $2,441,565, $1,162,650$2,091,600, $996,000 and $697,590, respectively. In$597,600, respectively (in each case, these bonuses represented 78%66% of the Named Executive Officer’shis maximum annual performance bonus opportunity.opportunity and a 14% decrease from his 2014 annual cash performance bonus).

For 2014, the Committee added performance share unit awards (“PSU’s”) to each Named Executive Officer’s equity-based compensation. The PSU’s will vest and be earned, if at all, after the completionPay-for-performance is a key component of a three-year performance period from January 1, 2014 through December 31, 2016 based (1) 80% on our cumulative Adjusted Pre-Tax Income over the performance period and (2) 20% on our relative total shareholder return compared to our Peer Group (as defined on page 26 of this Proxy Statement and described for purposes of the PSU calculation on page 33 of this Proxy Statement) over the performance period, and continued employment. Any vested PSU’s will be settled on a one-for-one basis in whole Common Shares. The Committee added the PSU awards to the Named Executive Officers’ equity-based compensation based on a combination of factors, including further enhancing our pay-for-performance philosophy, further aligning the interests of our Named Executive Officers and our shareholders, the long-term incentive compensation practices of our Peer Group and providing a balance to our annual incentive plan.

The Committee designs our executive compensation program withphilosophy. As a focus on pay-for-performance. Consistent with this design,result, a significant majority of each Named Executive Officer’s compensation is at risk or variable and dependent on our performance and/or stock price appreciation (i.e., performance-based). The charts below set forth the percentage of each Named Executive Officer’s 20142015 total compensation that was performance-based:

20142015 TOTAL COMPENSATION

(from Summary Compensation Table on Page 39)52)

20142015 Advisory Vote on Executive Compensation

At our 20142015 Annual Meeting of Shareholders, our shareholders overwhelmingly approved the compensation of our Named Executive Officers, with 94%98% of the votes cast in favor of our “say-on-pay” resolution. In each of the four years that we have been required to hold a say-on-pay vote, at least 94% of the

23

votes cast have been in favor of our executive compensation. The Committee views this strong level of support as a positive endorsementan affirmation of our executive pay practices. Since the 2014 Annual Meeting, theThe Committee has considered the results of the 20142015 “say-on-pay” vote in its evaluation of our executive compensation program. Based onprogram, and in light of the strongoverwhelming support our shareholders expressed last year, the Committeeit did not make any changes to our executive compensation program as a result of the 20142015 “say-on-pay” vote.

36

Compensation Philosophy and Objectives

OurWe design our executive compensation program is designed to promote the following philosophy and objectives:

The Committee believes that the overall structure of our compensation program should be fundamentally the same across our entire management team. While actualindividual compensation levels vary based on job responsibilities, individual performance and the compensation paid to similarly-positioned executives within our Peer Group (as defined below), the Named Executive Officers generally receive the same components of compensation (i.e., base salary, annual cash performance bonus and long-term equity awards) as the rest of our management team. In addition, similar performance goals apply to the annual cash performance bonuses that the Named Executive Officers and the rest of the management team are eligible to receive. For example, in 2014,2015, each management team member’s annual cash performance bonus was based primarily on Adjusted Pre-Tax Income. The Committee believes this consistency promotesfosters team work and a coordinatedcollaborative approach to managing our business, ensures that the entire management team focuses on the same corporate goals and objectives and shares in the risks and rewards of our performance in a similar manner and reduces the likelihood of excessive risk taking and fosters team work and collaboration.taking.

In addition, when setting the compensation for our Named Executive Officers, the Committee recognizes that our executives have served the Company for an extended period of timeconsiderable tenure with us and have considerable experience in both up and down cycles in the homebuilding industry. Given the cyclical nature of our business, the Committee believes that this continuity of management and experience provides significant value to us and the Named Executive Officers’ compensation should reflect this experience as well as their consistent contributions to our long-term success and our expectation that such contributions will continue.shareholders.

Role of Executive Officers

Consistent with past practice, in 2014,2015, the Committee requested that our Chief Executive Officer, with the assistance of other members of senior management, make initial recommendations to the Committee regarding the 20142015 executive compensation program. Thereafter, in the course of its deliberations,setting 2015 executive compensation, the Committee from time to time solicited further input from the Chief Executive Officer and such other members of management. At the request of the Committee, the Chief Executive Officer and certain of such other members of management attended and participated in the Committee meetings. The Committee believes this input is valuable

24

because of the Chief Executive Officer’s close working relationship with the other Named Executive Officers and management’s comprehensive knowledge of our business, operations and financial and strategic goals. This input also helps to ensure that our executive compensation program is consistent with, and motivates the executives to effectively execute, such goals and objectives. The Committee, however, has sole authority to determine all elements of executive compensation and makes all final determinations regarding the Named Executive Officers’ compensation.

Role of Compensation Consultant and Consultant Independence

The Committee retained Pearl Meyer & Partners (“Pearl Meyer”) to serve as its independent outside compensation consultant for 2014.2015. Pearl Meyer’s engagement in 2014 focused on: (1) reviewing our executive compensation program as a whole,

37

each principal component and the mix of compensation; (2) analyzing competitive pay data, for our Peer Group, including comparing (a) our Named Executive Officers’ compensation (total compensation, total annual cash compensation, and each principal component)component and the mix of compensation) to the compensation of similarly-positioned executive officersexecutives within our Peer Group and (b) our annual cash incentive plan and long-term incentive plan practices with the practices of our Peer Group; (3) assisting the Committee in the design of the PSU awards that were added to our equity compensation component; (4) analyzing our performance relative to the performance of the companies in our Peer Group, with a particular focus on one, three and/or five-yearone- and three-year revenue growth net income margin and total shareholder return; (5) analyzing the relationship between our pay and performance; and (6)(4) advising the Committee of current marketon executive compensation trends and developments in executive compensation.developments. At the request of the Committee, Pearl Meyer attended certain of the Committee meetings relating to the 20142015 executive compensation program and discussed with management the recommendations that management planned to make to the Committee regarding the Named Executive Officers’ 20142015 compensation. Additionally, in 2014,the fourth quarter of 2015, Pearl Meyer advisedbegan working with the Committee regardingon the proposed amendment to our 2009 LTIP which our shareholders approved atis the 2014 Annual Meetingsubject of Shareholders, and changes to our director compensation program.Proposal No. 3.

During 2014,2015, we did not engage Pearl Meyer or its affiliates for any services beyond its support of the Committee. The Committee requested and received a statement from Pearl Meyer detailing its qualifications of independence and, based on such statement and other factors, the Committee has determined that the engagement ofengaging Pearl Meyer did not raise any conflict of interest.

Setting Executive Compensation

During the first quarter of each year, the Committee evaluates the performance of our Named Executive Officers,Officers’ performance, determines whether they will receive bonuses for the prior year based on our performance and establishes the compensation program for the current year.

In connection with establishing the Named Executive Officers’ 20142015 compensation, the Committee reviewed the following:reviewed:

25

38

The Peer Group consisted of:

The Committee, with the assistance of management and Pearl Meyer, selected our Peer Group. We chose these companies (all of which are publicly-traded homebuilders) because we believe they represent our chief competitors for personnel, customers and/or investment. In 2014,2015, the Peer Group remained the same as in 2013,2014, except for purposeswe replaced Brookfield Residential Properties with Taylor Morrison Home Corporation based on the diversity of the PSU’s (as discussed on page 33 of this Proxy Statement).Brookfield Residential Properties’ business. In October 2015, Ryland Group, Inc. and Standard Pacific Corp. merged to create CalAtlantic Group, Inc.

The Committee utilized the Peer Group data to gain a general understanding of the compensation practices of our competitors and ensure that the total compensation and each principal component received by theour Named Executive OfficersOfficers’ compensation was generally consistent and competitive with the components, forms and amounts of compensation paid by our competitors (i.e., reasonable on a relative basis and not excessive nor too low to serve its purpose)basis). The Committee recognizes that peer group data is an important indicator of reasonableness, competitiveness and

26

compensation trends. However, the Committee also recognizes that each company within the Peer Group is unique. For example, many of the companies in the Peer Group are larger than us in terms of revenue and market capitalization. Therefore, the Committee believes that peer group data should be used only as a point of reference and one of several factors considered in setting executive compensation. As a result, the Committee did not use the Peer Group data to benchmark our executive compensation, program, or any component thereof, to a specific percentile or ranking within our Peer Group (e.g., market median) and has discretion in determining the nature and extent of its use of such data.Group.

Components of 20142015 Executive Compensation

For 2014,2015, the principal components of our executive compensation program were:

We do not have a pre-established formula or target for the allocation between cash and non-cash compensation or shortshort- and long-term compensation. Instead, the Committee annually considers the Peer Group

39

data, individual and corporate performance, each executive’s experience, role and responsibilities, our shortshort- and long-term financial and strategic goals, the prevailing conditions in the homebuilding industry and the general economy and our past practices. Based on this review and advice from Pearl Meyer, the Committee subjectively determines what it believes is the appropriate mix of compensation to align our executive compensation with our compensation philosophy and objectives and encourage actions that successfully deliver on our financial and strategic goals and compensation philosophy and objectives.goals.

The Committee is committed to a pay-for-performance philosophy and believes that most of our Named Executive Officers’ compensation should be at risk or variable and dependent on our performance and/or stock price appreciation. As a result, for 20142015 (and generally consistent with our historical levels), approximately 82%80%, 78%76% and 73%70% of Messrs. Schottenstein’s, Creek’s and Mason’s respective total compensation (as reflected in the Summary Compensation Table on page 3952 of this Proxy Statement) was at risk or variable and dependent on our performance and/or stock price appreciation. In addition to reinforcingdemonstrating our pay-for-performance philosophy, the Committee believes this emphasis on at-risk and variable compensationdesign motivates our Named Executive Officers to achieve our financial and strategic goals focuses them on appropriate priorities and aligns the interests of our Named Executive Officers and our shareholders.

Base Salary

Base salary is the fixed component of eachthe Named Executive Officer’sOfficers’ compensation. As such, we intend for base salary is designed to provide a fundamental level of compensation regardless of our performance and the performance of our Common Shares so that executives do not feel pressured to take unnecessary or excessive risks or overly focus on the price of our Common Shares to the detriment of other important business metrics. The Committee annually reviews and subjectively determines each Named Executive Officer’s base salary.

In 2014,2015, the Committee considered the following factors when determining the base salaries of each Named Executive Officer:Officers’ base salaries:

27

The Committee did not assign any specific weighting to these factors.

Although the Committee recognized that each Named Executive Officer performed well in 2013,Based on its review, the Committee determined based on its review of the foregoing factors and input from Pearl Meyer, to keep the 2014Named Executive Officers’ base salaries in 2015 unchanged from their 2014 levels. In the course of its review, the Committee noted that the Named Executive Officers unchanged from their 2013 levels. With respect toperformed well in 2014. For Mr. Schottenstein, the Committee noted his leadership role in establishing and executing our operationaloperating strategy to continue to build upon our growth and profitability in 2013.2014 and position us for long-term success. For Mr. Creek, the Committee noted his management of our capital structure and balance sheet (including a 10% increase in our shareholders’ equity at December 31, 2014 from the prior year-end) and capital structure (including the amendment to our unsecured credit facility to, among other things, increase the borrowing availability to $300 million (a $100 million increase) and extend the maturity date by more than two successful capital markets transactions) and his increasingly expanded role in managing our operations.years). For Mr. Mason, the Committee noted his managementrole in our significant investment in land acquisitions and oversightdevelopment during 2014 as well as his management of our legal and human resources departments (including litigation management), risk management and regulatory compliance and land acquisition and development.compliance.

40

Annual Cash Performance Bonus

The annual cash performance bonus is designed to motivate our Named Executive Officers and reward them based on our achievement of one or more pre-determined, objective corporate performance goals that are tied to our financial and strategic goals for the year. The annual cash performance bonus is awarded pursuant to our shareholder-approved 2009 Annual Incentive Plan, a cash-based incentive plan designed to comply with Section 162(m) of the Internal Revenue Code, of 1986, as amended (the “Code”), to ensure tax deductibility. Historically and in 2014,2015, the annual cash performance bonus opportunity has represented the most significant portion of each Named Executive Officer’s potential total compensation. For example, in 2014,2015, the annual cash performance bonus opportunity represented 53%54%, 44%46% and 42%43% of Messrs. Schottenstein’s, Creek’s and Mason’s potential total compensation, respectively. The Committee believes this fosters a results-driven, pay-for-performance culture, builds accountability and aligns the interests of the Named Executive Officersour executives and our shareholders.

During the first quarter of 2014,2015, the Committee established the annual cash performance bonus program for 2014,2015, including (1) the award formulasformula and the performance goals to be measured to determine the bonus amount (if any) that each Named Executive Officer would earn and (2) the maximum bonus that each Named Executive Officer would be eligible to earn. For 2014,2015, the Committee established maximum potential performance bonuses for Messrs. Schottenstein, Creek and Mason of 350%, 250% and 200% of their respective 20142015 base salaries. These are the same maximum percentages that have applied since 1999, 2006 and 2013 for Messrs. Schottenstein, Creek and Mason, respectively. The Committee selected the maximum percentages subjectively without the use of any formulaic methodology. In selecting these percentages, the Committee consideredafter considering the annual performance bonus opportunities for similarly-positioned executives in our Peer Group, our past practices, the Named Executive Officer’s scope of responsibility (i.e., as an executive’s scope of responsibility increases, the proportion of compensation that is performance-based increases) and input from Pearl Meyer. These maximum percentages have applied since 1999, 2006 and 2013 for Messrs. Schottenstein, Creek and Mason, respectively.

The Committee established the 20142015 performance goals and award formulas and performance goalsformula based on a number of factors, including:

28

The Committee used its discretionsubjectively established the performance goals and judgment to subjectively establish the award formulas and performance goalsformula without applying any formula or attaching anya specific weight to any of these factors. Under the 2009 Annual Incentive Plan, the Committee may exercise negative discretion and reduce the amount of compensation to be paid to a participant with respect to an award.

AtFollowing the timeend of the Committee established the 2014 annual cash performance bonus program, we were coming off of our second consecutive year of profitability in 2013 in whichhomebuilding recession, we increased our Adjusted Pre-Tax Income by nearly 250% from 2012.$13.5 million in 2012 to $47.1 million in 2013 to $73.2 million in 2014 (a 442% increase over three years). At the same time, we improved our business on numerous other financial and operational fronts. In 2014,2015, we remainedwere focused on continuing to build upon ourthe positive momentum and growth in profitability andthat we had generated over the preceding three years as well as positioning the Company for long-term success. Given this focus and consistentConsistent with our 2012, 2013 and 20132014 annual cash performance bonus programs, the Committee selected Adjusted Pre-Tax Income as the sole

41

performance goal for 2014. In making the decision, the2015. The Committee took several factors into account.account in making this decision. First, the Committee believed that the selection of the Adjusted Pre-Tax Income metric directly focused the Named Executive Officers on our goal of growing our profitability, linked pay to our performance and supported our strategy to create shareholder value. Second, based on our financial results in 2012each of the preceding three years and 2013 and theour annual cash performance bonus programs for those years, the Committee believed that the Adjusted Pre-Tax Income metric (1) directly focused the Named Executive Officers on our goal of continuing our positive momentum and growth in profitability and (2) had contributed toa demonstrated record of success as a driver of our improved financial results. Second, the Adjusted Pre-Tax Income performance in those years.goal established a clear connection between performance and earned compensation. Third, the Committee noted that an income-basedthe Adjusted Pre-Tax Income performance goal encourages the Named Executive Officers to takefocused our executives in a more balanced approach to our performance by focusing themmanner on both increasing our revenue generation, margin expansion and controlling our expenses.cost control—all of which underpin profitability. Finally, the selection of Adjusted Pre-Tax Income was consistent with the practices of our Peer Group.market practices. According to the Peer Group data, 109 of the 13 companies in our Peer Group used pre-tax income as at least one of the performance goals in their most recent annual performance bonus program and 12 of the 13 companies includedused at least one income-based performance goal in their annual bonus program.

The Committee established threshold and maximum Adjusted Pre-Tax Income goals of $20 million and $110$155 million, respectively, for 20142015 and designed the award formulasformula so that each Named Executive Officer would earn 45%20% and 100% of his maximum potential bonus opportunity at the threshold and maximum performance levels, respectively (with the amount earned increasing proportionately for performance that falls between the threshold and maximum performance levels). The 2015 award formula incorporated two principal changes from 2014. First, while the $20 million threshold performance level was the same as the 2014 annual performance bonus program, the Committee reduced the amount of the payout at the threshold performance level to 20% of each Named Executive Officer’s maximum potential bonus opportunity in 2015 from 45% in 2014. Second, the Committee increased the maximum performance level to $155 million in 2015 from $110 million in 2014. The Committee made these changes to further designedleverage the award formulas sodesign of the bonus program compared to prior years and require us to significantly increase our Adjusted Pre-Tax Income in 2015 in order for the Named Executive Officers to earn the same percentage bonuses that they earned in 2014. Specifically, for each Named Executive Officer to receive approximately the same percentage of his maximum performance bonus opportunity in 20142015 that he received in 2013 (71%2014 (78%), we needed to increase our Adjusted Pre-Tax Income by nearly 40%60% in 2014.2015. The Committee believed this design provided a reasonable but challenging goal that wouldsought to drive continued growth in our profitability. Consistent with its historical practiceprofitability through this leveraged design. The Committee also recognized that such a leveraged design can create the risk of leveraging the design of the bonus program,encouraging excessive risk taking. To balance this risk, the Committee selected $110 million asdesigned the maximum Adjusted Pre-Tax Income goal. At this level, maximum bonuses would be earned for 2014 only if we materially exceededaward formula so that the performance levels were aggressive but reasonably achievable with strong management performance based on our expectations and increased our Adjusted Pre-Tax Income by $62.9 million, or 134%, from 2013.internal projections. To foster team work and cohesion, among our leadership, the Committee continued to align the payout opportunities for the executives so that each executive would earn the same percentage of his maximum performance bonus opportunity at all performance levels.

29

The following table sets forth the specific amount that each Named Executive Officer was eligible to earn based on our achievement of the threshold and maximum performance goals and the actual amount earned based on our 20142015 performance:

Adjusted Pre-Tax Income Performance Goal⁽¹⁾

42

In 2014,2015, we achieved Adjusted Pre-Tax Income of $73.2$98.4 million, an increase of $26.1$25.2 million, or more than 55%34%, from 2013.2014. As a result of our performance, Messrs. Schottenstein, Creek and Mason earned performance bonuses of $2,441,565, $1,162,650$2,091,600, $996,000 and $697,590,$597,600, respectively. In each case, these bonuses represented 78%66% of the Named Executive Officer’s maximum potential performance bonus opportunity. In reviewing and approving these bonuses, the Committee noted that, while our Adjusted Pre-Tax Income in 20142015 increased by more than 55%34% from 2013, Messrs. Schottenstein’s, Creek’s and Mason’s2014, the Named Executive Officers’ annual performance bonuses for 2015 decreased by 14% from 2014 increased by only 10%, 10% and 14%, respectively, from 2013.as a result of the leveraged design of our 2015 annual cash performance bonus program. The Committee also noted the annual performance bonuses earned by similarly-positioned executives in our Peer Group.

Equity-Based Compensation

The equity-based compensation component is designed to provide incentive compensation that motivates and rewards long-term performance, aligns the interests of our Named Executive Officers and our shareholders, promotes retention and balances long-term operating decisions with short-term objectives. Historically,goals. To accomplish these objectives, the Committee has annually grantedgrants our Named Executive Officers long-term equity-based compensation in the form of (1) service-based stock options which vest and become exercisable over a five-year period in 20% increments beginning(2) PSU’s. Based on December 31the nature of the year in which the option is granted and expire ten years after the dateeach of grant.

In 2014, the Committee made one change to thethese forms of equity-based compensation, component. In addition to the option awards, the Committee granted to100% of each Named Executive Officer a PSU award in 2014 pursuant to our 2009 LTIP. Under these PSU awards, each Named Executive Officer received a target number of PSU’s which will vest and be earned, if at all, after the completion of a three-year performance period from January 1, 2014 through December 31, 2016 (the “Performance Period”) based (1) 80% on our cumulative Adjusted Pre-Tax Income (the “Adjusted Pre-Tax Income Performance Goal”) over the Performance Period and (2) 20% on our relative total shareholder return compared to our Peer Group (the “Relative TSR Performance Goal”) over the Performance Period, and continued employment. Any vested PSU’s will be settled on a one-for-one basis in whole Common Shares. Any PSU’s that do not vest will be forfeited. The PSU’s have no dividend or voting rights.

30

The Committee added the PSU awards to the Named Executive Officers’Officer’s equity-based compensation based on a combination of factors. First, because the PSU’s areis dependent on our performance over several years and paid in Common Shares,or stock price appreciation before value is realized.

In 2015, the Committee believedconsidered the PSU’s further aligned the interests of our Named Executive Officers and our shareholders. Second, based on the Peer Group data provided by Pearl Meyer, the aggregate value of the long-term compensation awarded to our Named Executive Officers continued to rank in the bottom quartile of our Peer Group. By adding the PSU’s, the Committee believed that it could address this competitive disconnect with the Named Executive Officers’ compensation remaining fair and reasonable. Third, nearly every company in our Peer Group provided their executives with a long-term equity-based compensation component similar to the PSU’s. Fourth, the PSU’s enhanced our focus on pay-for-performance. For example, if we fail to satisfy the threshold performance levels, the Named Executive Officers will forfeit their PSU’s and not realize any compensation in respect of the PSU awards. Fifth, by incentivizing our executives to achieve our long-term goals, the PSU’s helped to balance the risks associated with our short-term annual incentive plan. Finally, Pearl Meyer supported the PSU awards to the Named Executive Officers.

Whenfollowing factors when determining the number of stock options and the target number of PSU’s to grant to the Named Executive Officers in 2014, the Committee considered the following factors:Officers:

Taking this information into account, the Committee used its discretion and judgment to subjectively determinedetermined the number of options and target number of PSU’s to grant to each Named Executive Officer without applying a formula or attaching a specific weight to any of the factors. Additionally, in ultimately determining to award the Named Executive Officers the same level of options and approximately the same level of PSU’s in 2015 as in 2014, the Committee noted that the PSU’s were a relatively new component of equity-based compensation having been added to the Named Executive Officers’ compensation in 2014. At that time, the Committee added the PSU’s for several reasons, including because the aggregate value of the long-term compensation awarded to our Named Executive Officers ranked in the bottom quartile of our Peer Group. The Committee believed that maintaining the PSU’s (together with the options) at their 2014 levels continued to address this competitive disconnect with the Named Executive Officers’ compensation remaining fair and reasonable.

Stock Options. In February 2014,2015, the Committee awarded Messrs. Schottenstein, Creek and Mason stock options to purchase 82,500, 55,000 and 27,500 Common Shares, respectively, with aggregate grant date fair values of $1,042,800, $695,200$913,275, 608,850 and $347,600,$304,425, respectively. For each Named Executive Officer, theseThese awards represented the same number of

43

service-based stock options that he received in 2013. The Committee did not change the number of stock options granted to the Named Executive Officers because forreceived in 2014 it intended to address changes to the equity-based compensation component through the addition of the PSU awards.and 2013. Consistent with past stock option awards, the 20142015 options vest and become exercisable in 20% increments on December 31, 2014, 2015, 2016, 2017, 2018 and 2018,2019, subject to the Named Executive Officer’s continued employment on the applicable vesting date.date, and expire ten years after the date of grant.

Because stock options have value only if the price of our Common Shares increases, the Committee believes that they are inherently tied to our performance and shareholder return and thereby align the interests of our Named Executive Officers and our shareholders. The Committee further believes that the five-year vesting schedule encourages our Named Executive Officers to focus on our long-term performance, mitigates excessive risk taking in the short-term, serves as a valuable retention tool (as unvested options are forfeited if an executive voluntarily terminates his employment) and is consistent with the nature of the homebuilding business (i.e., the business requires a relatively long-term time horizon before a financial benefit is realized).

31

PSU’s. In February 2014,2015, the Committee awarded Messrs. Schottenstein, Creek and Mason 25,220, 16,81328,195, 18,796 and 8,4069,398 target number of PSU’s, respectively, with an aggregate grant date fair valuesvalue of $585,911, $390,601$586,682, $391,108 and $195,289,$195,555, respectively. The Committee subjectively determinedIn each case, this aggregate grant date fair value represented approximately the same amount as the aggregate grant date fair value of the target number of PSU’s for eachawarded to such Named Executive Officer. In the Committee’s view, the PSU awards provided meaningful additional long-term incentive compensation that addressed the relative shortfallOfficer in the Named Executive Officers’ long-term incentive compensation compared to our Peer Group but did not cause the Named Executive Officers’ total potential compensation to become unreasonable.2014. The actual number of PSU’s that will vest and be earned (if any) by each Named Executive Officer will be based (1) 80% on theour cumulative Adjusted Pre-Tax Income (the “Adjusted Pre-Tax Income Performance GoalGoal”) over the three-year performance period from January 1, 2015 through December 31, 2017 (the “Performance Period”) and (2) 20% on our relative total shareholder return compared to our Peer Group (the “Relative TSR Performance Goal”) over the Performance Period, and (2) 20% on the Relative TSR Performance Goal over the Performance Period.continued employment. For each performance goal, the Committee established threshold, target and maximum performance levels and the PSU’s will vest, if at all, after completion of the Performance Period, based upon our level of satisfaction of such performance goal, at the following percentage levels of the target number of PSU’s allocated to such performance goal:

Additionally, the Named Executive Officer must remain employed by us through the end of the Performance Period for the PSU’s to vest and be earned, except in the case of termination due to death, disability or retirement or involuntary termination without cause by us. Any vested PSU’s will be settled on a one-for-one basis in whole Common Shares. Any PSU’s that do not vest will be forfeited. The PSU’s have no dividend or voting rights.

The Committee selected Adjusted Pre-Tax Income as the primary performance goal (weighted 80%) for generally the same reasons that it selected Adjusted Pre-Tax Income as the performance goal for the annual cash

44

performance bonus program. In particular, the Committee noted that the Adjusted Pre-Tax Income metric (1) was a key metric in the Company’sour financial and strategic plan, (2) directly focused the Named Executive Officers on our goal of growingcontinuing our positive momentum and growth in profitability, (3) provided a balanced approach to measuring ourincentivizing performance and (4) was consistent with the long-term incentive plan practices of companies in our Peer Group.

The Committee set the Adjusted Pre-Tax Income Performance Goal threshold, target and maximum performance levels for the Adjusted Pre-Tax Income Performance Goal based on our budgetsprojections and strategic plan for the Performance Period, the prevailing conditions in the homebuilding industry conditions and our expectations regarding variability in the homebuilding industry conditions over the Performance Period. The Committee intended for the target level to approximate our budgetedprojected cumulative Adjusted Pre-Tax Income for the Performance Period and set the threshold and maximum levels at 80%85% and 120%115% of the target level, respectively. While the Committee believes theThe target level iswas designed to be reasonably achievable with strong management performance that is consistent with our expectations for the Company to achieve the target level,but requires our average annual Adjusted Pre-Tax Income duringfor the Performance Period mustto materially exceed our 20132014 Adjusted Pre-Tax Income ($47.173.2 million). The maximum performance level was designed to require performance

32

that materially exceeds our expectations and be challenging (but not impossible) to achieve. The threshold performance level was designed to mitigate the incentive for the Named Executive Officers to take unnecessary risks to achieve the target performance level by providing the Named Executive Officers with a reasonable vesting opportunity if our average annual Adjusted Pre-Tax Income duringfor the Performance Period falls short of the target level but still significantly exceeds our 20132014 Adjusted Pre-Tax Income.

In selecting the Relative TSR Performance Goal as the secondary performance goal (weighted 20%), the Committee considered that this metric (1) provides an external performance perspective, (2) assesses performance on a relative basis and (3) helps reward the Named Executive Officers for decisions that cannot be fully captured in financial metrics measured over a finite period. Relative total shareholder return will be calculated based on changes in the market price of our Common Shares (plus dividends paid on the Common Shares (if any)) over the Performance Period compared against each company in our Peer Group. For purposes of this calculation, the Committee replaced Brookfield Residential Properties with Taylor Morrison Home Corporation within our Peer Group. The Committee determined that given the diversity of Brookfield Residential Properties’ business, Taylor Morrison Home Corporation was a more appropriate peer and elected to make this change for purposes of the PSU awards and for the 2015 compensation analysis. Subject to Section 162(m) of the Code, the Committee has the authority to make certain other changes to the Peer Group over the Performance Period to account for material changes in the business of any of the Peer Group companies.

Under the Relative TSR Performance Goal, the Committee set (1) the threshold performance level at the 25^th25th percentile of the Peer Group, (2) the target performance level at the 50^th50th percentile of the Peer Group and (3) the maximum performance level at the 75^th75th percentile of the Peer Group. The Committee selected these performance levels based upon the recommendation ofinput from Pearl Meyer which advised that these levels were consistent withand market practices for a relative total shareholder return performance metric.

Given the PSU’s three-year Performance Period and the cyclical nature of the homebuilding industry, the Committee recognizes that setting certain of the target performance levels is subject to inherent uncertainty. The Committee presently intends to annually award PSU’s subject to a three-year performance period to the Named Executive Officers and believes that the resulting overlapping performance periods will provide the Committee with the flexibility to appropriately reflect the conditions in the homebuilding industry at the time the targets are set. Because we first granted PSU’s in 2014 and all outstanding PSU’s are subject to a three-year performance period, no PSU’s have vested as of the date of this Proxy Statement.

The Committee grants all equity-based awards (including awards to our non-employee directors) pursuant to the 2009 LTIP. Except in the case of grants for new hires (which aremay be made at the first Committee meeting following the hiring date), the Committee grants all employee stock options and PSU’s at its first regularly scheduled Committee meeting of the year (typically in February). Our Board generally establishes the date of this meeting many months in advance, and the meeting follows our release of earnings for the prior year. 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. All stock options are awarded at the closing price of our Common Shares on the NYSE on the date of grant (i.e., the date the Committee approves the grant).

45

Benefits and Perquisites

Employee Benefits. We provide all of our employees, including our Named Executive Officers, with the opportunity to save for retirement through our defined contribution 401(k) Profit Sharing Plan (the “401(k) Plan”). We have also historically elected to make an annual profit sharing contribution to the 401(k) Plan on behalf of all employees. The 401(k) Plan limits the amount of a participant’s annual compensation that is eligible for profit sharing to $50,000. For 2014,2015, the Company contribution made on behalf of each Named Executive Officer was approximately $1,754.$1,739. Our Named Executive Officers participate in the 401(k) Plan on the same terms as our other employees.

In an effort to maintain a healthy workforce, we provide all employees, including our Named Executive Officers, with the opportunity to participate in various health and welfare benefit programs, including medical,

33

dental, vision, life and short-term disability insurance. We share the cost of these benefit programs with our employees and provide benefits at competitive market levels to help attract and retain employees. Our Named Executive Officers participate in these programs on the same terms as our other employees.

We also maintain a $1.0 million supplemental split-dollar life insurance policy for Mr. Creek. Under this arrangement, we have an obligation to pay a portion of the premium and he has an obligation to pay the balance of the premium. In addition to paying our portion of the premium, we pay his portion and reimburse him for the taxes he incurs with respect to our payment of his portion. Prior to 2002, we provided this benefit to each of our executive officers for competitive reasons. Since 2002, we have not provided this benefit to any of our new executive officers and have continued (on the same terms without any material modification) only those split-dollar policies that were in effect for our executive officers at the time of the adoption of the Sarbanes-Oxley Act of 2002 and that have not otherwise been surrendered and terminated.

Perquisites. We doIn 2015, we did not provide our Named Executive Officers with any material perquisites, or personal benefits, except that all Named Executive Officers, along with certain other members of management, receivereceived a monthly automobile allowance. The amount of the allowance is based on position within M/I Homes.position. The Committee believes this limited perquisite is reasonable and consistent with competitive market practices.

Payments in Connection with Termination of Employment or Change in Control

We do not currently have employment or severance agreements with any of our Named Executive Officers, other than the change in control agreements described below (the “Change in Control Agreements”). As a result, we are not obligated to pay any severance or other enhanced benefits to our Named Executive Officers upon termination of employment or a change in control, except for the benefits provided under the Change in Control Agreements, our equity compensation plans and our annual performance bonus plan under certain circumstances. The Committee believes these benefits are generally consistent with market practice within our Peer Group, help us attract and retain exceptional executives and, in the case of change in control benefits, align executive and shareholder interests by enabling the Named Executive Officers to pursue corporate transactions without a concern for job security.

Change in Control Agreements. In July 2008, we entered intoWe are a party to a Change in Control Agreement with each Named Executive Officer. The Agreements are identical in all respects, except for the amounts payable thereunder, and remain in effect for so long as the applicable Named Executive Officer is employed by us or until we mutually agree to terminate his Agreement.

As previously reported, the Committee determined in July 2008 that it was in our best interests to enter into the Change in Control Agreements in 2008 based on several considerations, including to: (1) serve as a retention tool and incentivize the Named Executive Officers to continue focusing on our business in the event of a potential change in control transaction; (2) focus the Named Executive Officers on leading our business through the then turbulent times;ongoing, severe recession in the homebuilding industry; (3) ensure that the Named Executive Officers pursue

46

business alternatives that maximize shareholder value without a concern for job security; and (4) ensure our compensation practices remained competitive.

Because the Change in Control Agreements are intended to provide the Named Executive Officers with a level of financial protection only upon loss of employment in connection with a change in control, they require a “double trigger.” Under the Agreements, if (1) we terminate a Named Executive Officer’s employment without cause within six months prior to or twenty-four months after a change in control or (2) a Named Executive Officer terminates his employment for good reason within twenty-four months after a change in control, such Named Executive Officer will be entitled to:

34

The pre-determined payment multiples for Messrs. Schottenstein, Creek and Mason are 2.99, 2 and 2, respectively. TheseThe Committee selected these multiples were determined by the Committee based primarily on a review of competitive market data for our Peer Group.

Additionally, under the Change in Control Agreements, if the payments to be received by a Named Executive Officer upon a change in control constitute “excess parachute payments” under Section 280G of the Code and are subject to excise tax under Section 4999 of the Code, such Named Executive Officer will be entitled to a gross-up payment in an amount necessary to ensure that he does not bear the cost of the excise tax, unless a cut-back by less than 10% of the total amount payable would make the excise tax inapplicable (in which case the amount payable to him will be reduced to the extent necessary to make the excise tax inapplicable). The Committee included this modified gross-up provision to balance protecting the Named Executive Officers from any excise tax with limiting our exposure to the cost of a gross-up if the excise tax is triggered by a minimal amount.

1993 Plan. Pursuant to the terms ofUnder our 1993 Stock Incentive Plan as Amended (the “1993 Plan”), the predecessor equity compensation plan to our 2009 LTIP, and the form of award agreement that applies to all outstanding stock options thereunder (all of which are vested and exercisable), if a participant’s employment is terminated for any reason other than retirement, death, disability or disability,retirement, all of his or her options will expire unless exercised within 30 days after the date of termination. In the case of a participant’s termination due to death, or disability or retirement, all of his or her options will expire unless exercised within one year after the date of termination or retirement.termination.

2009 LTIP. Pursuant to the terms of theUnder our 2009 LTIP and the form of award agreement that applies to all outstanding stock options thereunder, if a participant’s employment is terminated for any reason other than retirement, death, disability, retirement or cause, his or her stock option privileges will be limited to the options immediately exercisable on

47

the date of termination and expire unless exercised within 60 days after such date. In the case of termination due to retirement, death, disability or disability,retirement, all options will become immediately exercisable and expire unless exercised by the applicable expiration date of the option. In the case of termination for cause, a participant will forfeit all of his or her options (whether or not exercisable). In the case of a change in control of M/I Homes, the Committee may take such actions as it deems necessary or desirable with respect to outstanding stock options. However, if in connection with a change in control, the Committee elects to (1) cancel any option, the participant will be entitled to receive a cash payment equal to the excess, if any, of the value of the consideration to be paid in the change in control to holders of the same number of Common Shares as the number of Common Shares underlying the option being cancelled over the aggregate exercise price of the option being cancelled or (2) cause a substitute award to be issued with respect to any option, the substitute award must substantially preserve the value, rights and benefits of the option being substituted.

35

Pursuant to the terms of the 2009 LTIP and the form of award agreement that applies to all outstanding PSU’s thereunder, if a participant’s employment is terminated before the end of the performance period for any reason other than death, disability, retirement or involuntary termination by us without cause (i.e., termination by us for cause or voluntary termination by the participant), the participant will forfeit all of his or her PSU’s. In the case of termination due to death or disability, the number of PSU’s that would have vested had the participant remained employed through the end of the performance period (based on our actual performance as of the end of the performance period) will vest and be earned. In the case of termination due to retirement or involuntary termination by us without cause, a prorated portion of the PSU’s that would have vested (based on our actual performance as of the end of the performance period) will vest and be earned. The prorated amount will be based on the full number of months that the participant remained employed during the performance period. In the case of a change in control of M/I Homes, the Committee may take such actions as it deems necessary or desirable with respect to outstanding PSU’s. However, if in connection with a change in control, the Committee elects to (1) cancel any PSU award, then the target number of PSU’s subject to such award will vest and the participant will be entitled to receive a cash payment equal to the product of (a) the value of the consideration to be paid for each Common Share in connection with the change in control and (b) the number of vested PSU’s or (2) cause a substitute award to be issued with respect to any PSU, the substitute award must substantially preserve the value, rights and benefits of the PSU being substituted.

2009 Annual Incentive Plan. Pursuant to the terms of theUnder our 2009 Annual Incentive Plan, if a participant’s employment is terminated before the end of the performance period for any reason other than death, disability, retirement or involuntary termination by us without cause (i.e., termination by us for cause or voluntary termination by the participant), he or she will not be eligible to receive any compensation under the 2009 Annual Incentive Plan for such performance period. In the case of termination due to death, disability, retirement or involuntary termination by us without cause, he or she will be eligible to receive a pro-rata portion (based on the number of whole calendar months that the participant was employed by us during the performance period) of the compensation that would have been payable (based on our actual performance as of the end of the performance period) if he or she had remained employed for the full performance period. If a participant’s employment is terminated after the end of a performance period but prior to the related payment date, he or she will be entitled to receive any compensation earned for such performance period, except in the event of a termination for cause, in which case he or she will not be eligible to receive any compensation for such performance period. In the case of a change in control of M/I Homes, each outstanding award under the 2009 Annual Incentive Plan will be deemed earned and payable at its “target” level.

For more information concerning the Named Executive Officers’ rights (including quantification of the amounts that would be payable) under the Change in Control Agreements, the 1993 Plan, the 2009 LTIP and the 2009 Annual Incentive Plan upon termination of employment or a change in control, see the “Potential Payments Upon Termination of Employment or Change in Control” section on page 4457 of this Proxy Statement.

48

Deferred Compensation Plan

The Named Executive Officers may elect to defer payment of partall or allpart of their annual cash performance bonus (if any) to a later date under our Executives’ Deferred Compensation Plan. The deferred amount is allocated to the Named Executive Officer’s deferred compensation account, where 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 NYSE on the date of such conversion which(which is the same day the bonus is paid and the allocation is made.made). Each executive’s 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 executive at the time the cash dividends are declared. The amount so credited for dividends is also converted into phantom stock units. Subject to Section 409A of the Code, the phantom stock units held by a Named Executive Officer are distributed in the form of whole Common Shares within 60 days of the earlier of the date specified by the Named Executive Officer in his deferral notice for the applicable plan year or the date his employment terminates for any reason other than retirement or, in certain cases, disability (in which case, the date set forth in his deferral notice applies), except that, in the event of a change in control of M/I Homes, the phantom stock

36

units are distributed in whole Common Shares within 60 days of the date of the change in control if an executive has so elected in his deferral notice. We make no contributions under the Executives’ Deferred Compensation Plan (matching or otherwise), and the future payment obligations under the Plan are our general unsecured obligations.

The Committee believes that, by encouraging ownership of our Common Shares, the Executives’ Deferred Compensation Plan further aligns the interests of our Named Executive Officers and our shareholders. None of the Named Executive Officers elected to defer any portion of the cash performance bonus he received in 20152016 relating to our 20142015 performance. Additional information related to the Named Executive OfficersOfficers’ participation in the Executives’ Deferred Compensation Plan and their respective aggregate account balances thereunder as of December 31, 20142015 is set forth in the Nonqualified Deferred Compensation table on page 4356 of this Proxy Statement.

Share Ownership Guidelines

We do not require our Named Executive Officers to own a minimum number of our Common Shares. However, we encourage our Named Executive Officers to own our Common Shares by making equity-based compensation a meaningful part of each executive’stheir total compensation and providing our executivesthem with the opportunity to defer payment of partall or allpart of their annual cash performance bonus and receive Common Shares in lieu thereof at a future date under the Executives’ Deferred Compensation Plan.

We grant equity-based awards toAnti-Hedging/Pledging

To further align the interests of our Named Executive Officers and our shareholders. Accordingly,shareholders, under our Insider Trading Policy, we prohibit our executives from buying or selling put options, call options or other derivative securities related to our Common Shares or engaging in short sales or hedging transactions (among other transactions) because we believe such securities and transactions are counter to the alignment we seek to achieve.. Under our Insider Trading Policy, we also prohibit our executives from holding our Common Shares in a margin account or otherwise pledging Common Shares as collateral for a loan.

Tax Implications

Section 162(m) generally prohibits a company from deducting compensation paid to certain “covered employees” (its principal executive officer and three other most highly compensated executive officers (other than the principal financial officer)) in excess of $1 million per person in any fiscal year. Compensation that qualifies as “performance-based” is excluded for purposes of calculating the amount of compensation subject tofrom the $1 million limit. The Committee considers the deductibility of our executive compensation under Section 162(m) and structures the annual cash performance bonus under our 2009 Annual Incentive Plan and the equityequity-based compensation awards under our 2009 LTIP with the goal of qualifying anysuch compensation paid thereunder as “performance-based” compensation excluded from“performance-based.” However, there can

49

be no assurance that these awards will meet the $1 million cap.Section 162(m) requirements for deductibility. We believe all compensation paid to our Named Executive Officers for 2014in 2015 will be fully deductible for federal income tax purposes.

In certain cases, the Committee may award compensation that does not meet the requirements of Section 162(m) if, in its judgment, such compensation is necessary to meet our financial andor strategic objectives or to adapt to changing circumstances.

Looking Forward – 2015Forward—2016 Compensation

The Committee engaged Pearl Meyer to serve as its independent outside compensation consultant for 2015. In the course of the engagement, Pearl Meyer reviewed our executive compensation program as a whole and each principal component of the program and provided market data relating to the current executive compensation practices within our Peer Group. After reviewing our executive compensation program and the data provided by Pearl Meyer, consulting with Pearl Meyer and receiving input from our Chief Executive Officer and other members of management, in the first quarter of 2015,2016, the Committee established our 20152016 executive compensation program. The 20152016 program includes the same components of compensation as 20142015 and is substantially similar in design to our 20142015 program. Set forth below is a summary of the principal components of the 20152016 executive compensation program.

37

Base Salary. The base salaries for Messrs. Schottenstein Creek and MasonCreek remain at $900,000 and $600,000, respectively. For Mr. Mason, the Committee increased his base salary to $500,000 based on his individual performance and $450,000, respectively.that he had not received a base salary increase since 2010. In particular, the Committee noted his management and oversight of several operational functions, including our legal and human resources departments, land acquisition and development, risk management and regulatory compliance.

Annual Performance Bonus. For 2015,2016, each Named Executive Officer is eligible to receive a cash performance bonus that is based on our Adjusted Pre-Tax Income in 2015.2016. The maximum cash performance bonuses that Messrs. Schottenstein, Creek and Mason may receive for 20152016 are 350%, 250% and 200% of their respective 20152016 base salaries (the same maximum percentages of base salary that applied in 2014)2015).

Equity-Based Compensation. In February 2015,2016, the Committee awarded Messrs. Schottenstein, Creek and Mason stock options to purchase 82,500, 55,000 and 27,500 Common Shares, respectively, which, in each case, represents the same number of service-based stock options that he received in 2014.2015. Consistent with past stock option awards, these options vest and become exercisable in 20% increments on December 31, 2015, 2016, 2017, 2018, 2019 and 2019,2020, subject to the Named Executive Officer’s continued employment on the applicable vesting date.

In addition, the Committee awarded Messrs. Schottenstein, Creek and Mason 28,195, 18,79635,608, 23,738 and 9,39819,762 target number of PSU’s.PSU’s with an aggregate grant date fair value of approximately $600,000, $400,000 and $333,000, respectively. In the case of Messrs. Schottenstein and Creek, this aggregate grant date fair value represented approximately the same amount as the aggregate grant date fair value of the target number of PSU’s awarded to such Named Executive Officer in 2015. In the case of Mr. Mason, the Committee increased the aggregate grant date fair value of the target number of PSU’s to approximately $333,000 (from approximately $200,000) for the same reasons that the Committee changed his base salary. The PSU’s will vest and be earned, if at all, after the completion of the performance period, which is the three-year period from January 1, 20152016 through December 31, 2017,2018, based (1) 80% on our cumulative Adjusted Pre-Tax Income and (2) 20% on our relative total shareholder return compared to our Peer Group over the performance period, and continued employment. The actual number of PSU’s that will vest and be earned by each Named Executive Officer may be increased by up to 50% (from the target number) if we achieve the maximum performance levels for both of the performance goals and be decreased to zero if we fail to meet the threshold performance levels for both of the performance goals. If we achieve the threshold performance levels for both of the performance goals, 50% of each Named Executive Officer’s target number of PSU’s will vest and be earned. The percentage of the target number of PSU’s that will vest and be earned for performance between (1) the threshold and target performance levels will increase proportionately from 50% to 100% based on our actual performance and (2) the target and maximum performance levels will increase proportionately from 100% to 150% based on our actual performance. The same minimum, target and maximum performance levels apply to each Named Executive Officer. The vested PSU’s will be settled on a one-for-one basis in whole Common Shares. The PSU’s have no dividend or voting rights. Any portion of the PSU’s that do not vest will be forfeited.

50

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board (and the Board approved) that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s 20142015 Form 10-K.

Compensation Committee:

Friedrich K. M. Böhm (Chairman)

Norman L. Traeger

Sharen Jester Turney

3851

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table for 20142015

The following table summarizes the total compensation for the fiscal years ended December 31, 2015, 2014 2013 and 20122013 for the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer during the 20142015 fiscal year:

52

39

4053

Grants of Plan-Based Awards for 20142015

4154

Outstanding Equity Awards at 20142015 Fiscal Year-End