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  ☒        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

4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

April 3, 20187, 2021

To Our Shareholders:

The 20182021 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:10:00 a.m., local time,Eastern Daylight Time, on Tuesday, May 8, 2018,11, 2021. Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our shareholders, stakeholders, employees and community, the Annual Meeting will be held solely by remote communication in a virtual-only format. Shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetingcenter.io/214759484 and shareholders will be able to virtually attend, vote at and submit questions during the Annual Meeting. Shareholders of record at the officesclose of the Company, 3 Easton Oval, Columbus, Ohio 43219. Holders of record of our common shares as ofbusiness on March 12, 201816, 2021 are entitled to notice of, and to vote at, the Annual Meeting.

Enclosed is a copy of our 20172020 Annual Report to Shareholders, which includes our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2020, 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 For additional information regarding how to reviewingvirtually attend, vote at and submit questions during the activitiesAnnual Meeting, please see “General—Attendance and Participation at the Virtual Annual Meeting” on page 1 of the Company atenclosed proxy statement.

Thank you for your ongoing support of, and continued interest in, the Annual Meeting. We hope you can be with us.Company.

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

4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 8, 201811, 2021

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

Notice is hereby given that the 20182021 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:10:00 a.m., local time,Eastern Daylight Time, on Tuesday, May 8, 2018, at the offices of the Company, 3 Easton Oval, Columbus, Ohio 43219,11, 2021, solely by remote communication in a virtual-only format for the following purposes:

Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our shareholders, stakeholders, employees and community, the Company is holding the Annual Meeting solely by remote communication in a virtual-only format and shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetingcenter.io/214759484. Only holdersshareholders of record of our common shares at the close of business on March 12, 2018 will be16, 2021 are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof. You may virtually attend, vote at and submit questions during the Annual Meeting by joining as a shareholder and following the instructions available on the meeting website. Shareholders should refer to the Rules of Conduct that will be posted on the meeting website. You may also join the Annual Meeting as a guest. Participants who join the Annual Meeting as a guest will not have the ability to vote or submit questions during the Annual Meeting.

To participate in the Annual Meeting as a shareholder, you must enter your control number and the password for the Annual Meeting (MHO2021), and follow the instructions for voting and submitting questions available on the meeting website. You can find or obtain your control number as follows:

It is important that your common shares be represented at the Annual Meeting. Whether or not you intend to be present atvirtually attend 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.

April 3, 20187, 2021

THE COMPANY’S NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT, FORM OF PROXY AND 20172020 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE ONLINE AT WWW.EDOCUMENTVIEW.COM/MHO.MHO.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2018.11, 2021.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 20172020 Annual Report to Shareholders are available online atwww.edocumentview.com/MHO.

For additional information onregarding how to obtain directions tovirtually attend, vote at and submit questions during 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 viae-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

4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

PROXY STATEMENT

for the

2018 ANNUAL MEETING OF SHAREHOLDERS2021 Annual Meeting of Shareholders

To Be Held May 8, 201811, 2021

GENERAL

Time, Place and Purposes of Meeting

The 20182021 Annual Meeting of Shareholders of M/I Homes, Inc. (the “Annual Meeting”) will be held on Tuesday, May 8, 201811, 2021 at 9:10:00 a.m., local time, at our corporate offices at 3 Easton Oval, Columbus, Ohio 43219.Eastern Daylight Time, solely by remote communication in a virtual-only format. 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 3, 20187, 2021 to holders of the Company’s common shares, par value $.01 per share (the “Common Shares”), as of the close of business on March 12, 201816, 2021 (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 20172020 Annual Report to Shareholders, (the “2017 Annual Report”), which includes our Annual Report on Form10-K for the fiscal year ended December 31, 20172020 (the “2017“2020 Form10-K”), is being mailedsent together with this Proxy Statement.

Attendance and Participation at the Virtual Annual Meeting

Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our shareholders, stakeholders, employees and community, the Company is holding the Annual Meeting solely by remote communication in a virtual-only format and shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetingcenter.io/214759484. You may virtually attend, vote at and submit questions during the Annual Meeting by joining as a shareholder and following the instructions available on the meeting website. Shareholders should refer to the Rules of Conduct that will be posted on the meeting website. You may also join the Annual Meeting as a guest. Participants who join the Annual Meeting as a guest will not have the ability to vote or submit questions during the Annual Meeting.

To attend and participate in the Annual Meeting as a shareholder, you must enter your control number and the password for the Annual Meeting (MHO2021), and follow the instructions for voting and submitting questions available on the meeting website. You can find or obtain your control number as follows:

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of the applicable software and plugins. Please note that Internet Explorer is no longer supported. We encourage you to access the Annual Meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.

Outstanding Shares and Quorum Requirements

There were 28,562,75329,177,130 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 proxies properly executed proxiesand returned to the Company at or prior to the Annual Meeting or represented by proxies properly authenticated voting instructionsand timely recordedsubmitted 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 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,Eastern Daylight Time, on May 8, 2018.11, 2021. There are no fees or charges associated with

For information regarding the rights of and procedures for record and beneficial owners of Common Shares to virtually attend, vote at and submit questions during the Annual Meeting, see “—Attendance and Participation at the Virtual Annual Meeting” on page 1 of this Proxy Statement.

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 prior to the Annual Meeting revoking the proxy, (2) duly executing and returning to the Company prior to the Annual Meeting a proxy card bearing a later date, (3) properly and timely casting a new vote electronically via the Internet or telephonically or (4) virtually attending the Annual Meeting and voting in person. Attendingvoting. Virtually attending the Annual Meeting without voting in personyour Common Shares 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 and timely voted electronically via the Internet or telephonically before 1:00 a.m., local time, on May 8, 2018, will be voted in accordance with the instructions contained therein. If no instructions are given, proxies (excluding brokernon-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 approval of the adoption of the M/I Homes, Inc. 2018 Long-Term Incentive Plan (Proposal No. 3), FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 20182021 (Proposal No. 4)3) 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.

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Proposal No. 1

ELECTION OF DIRECTORS

In accordance with the Company’s Amended and Restated Regulations (as amended, the “Regulations”), the Board is currently comprised of nineten directors, divided into three classes with staggered three-year terms.

On August 11, 2020, the Board (1) increased the number of directors that comprise the Board from nine to ten directors in accordance with the Regulations and (2) upon the recommendation of the Board’s Nominating and Governance Committee, appointed Kumi D. Walker to fill the vacancy created by such increase. Mr. Walker’s term expires at the Annual Meeting. Mr. Walker 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 Mr. Walker’s qualifications and the Board’s then-current needs and determining his independence under the NYSE Rules, recommended that Mr. Walker be appointed to the Board.

As previously disclosed, on October 27, 2020, J. Thomas Mason, the Company’s Executive Vice President, Chief Legal Officer and Secretary and a director of the Company, announced his decision to retire as an executive officer and employee effective in 2021 after the Company has hired his replacement and the orderly transition of his responsibilities. Mr. Mason’s term as a director expires at the Annual Meeting. As a result of Mr. Mason’s decision, the Board has determined, in accordance with the Regulations, to reduce the number of directors that comprise the Board and the class of directors with a term expiring at the Annual Meeting to nine and three, respectively, effective as of the expiration of Mr. Mason’s term as a director at the Annual Meeting and not re-nominate Mr. Mason as a director.

A class of three directors is to be elected 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 20212024 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 brokernon-votes will be counted for purposes of establishing a quorum, but will have no effect on the election of such nominee(s). However, pursuant to the Board’s majority voting policy, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election shall tender his or her resignation as a director to the Board. See “Information Regarding the Board, its Committees and Corporate Governance—Majority Voting Policy” on page 13 of this Proxy Statement for more information regarding our majority voting policy.

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.

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BOARD OF DIRECTORS

4

6

7

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INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

Board Organization, IndependenceQualifications and CommitteesNomination of Directors

The Nominating and Governance Committee of the Board currentlyis 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. 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.

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, in light of the then-current needs of the Board, including: independence; judgment; character, ethics and integrity; diversity; and business or other relevant experience, skills and knowledge useful to the oversight of the Company’s business, including experience with businesses and organizations of comparable size or scope, experience as an executive of, or advisor to, a publicly traded or private company, experience, skills and knowledge relative to other directors, and specialized experience, skills or knowledge. The Nominating and Governance Committee does, however, believe that all directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to the Board and no conflict of interest that would interfere with performance.

The Nominating and Governance Committee regularly reviews the composition of the Board (including director tenure). The Nominating and Governance Committee believes that diversity is an important attribute of a well-functioning board and considers diversity of gender, race, ethnicity, education, professional experience, viewpoints, backgrounds and skills when identifying director nominees. The Nominating and Governance Committee does not, however, assign a specific weight to particular factors and, depending upon the then-current needs of the Board, may weigh certain factors more or less heavily. To reflect and implement our commitment to diversity and inclusiveness, in February 2021, the Board adopted a policy that requires the Nominating and Governance Committee to take reasonable steps to ensure that female and minority candidates are considered for the pool of candidates from which director nominees are chosen and amended the Nominating and Governance Committee’s charter to incorporate this policy. The Nominating and Governance Committee assesses its effectiveness in achieving Board diversity when reviewing the composition of the Board. Beyond the directors’ diverse backgrounds, skills, experience and expertise as described above in their respective biographical summaries, thirty percent (30%) of our directors are female or minorities and half of our directors have served on the Board for less than ten years and half have served for ten or more years.

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 nine members. made the recommendation. 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., 4131 Worth Avenue, 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, and a written statement from the candidate consenting to serve as a director, if so nominated and elected. 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(s) by personal delivery or by United States mail, postage pre-paid, to M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary, 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

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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 must set forth: (1) the name and address of the shareholder intending to make the nomination and the person(s) 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(s) specified in the notice; (3) a description of all arrangements or understandings between the shareholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nomination(s) is 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 Securities and Exchange Commission (“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, 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.

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.

Director Independence

The Board has determined that sixseven of its nineten members (Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer, Norman L. Traeger and Sharen Jester Turney)Kumi D. Walker) qualify as independent under the NYSE Rules. When determining whether a director qualifies as independent, the Board, in accordance with the 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.

Pursuant to the Company’sour Corporate Governance Guidelines, each independent director is required to notify the Chairman of the Nominating and Governance Committee,Board, 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 2017, 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).Committees

During 2017,2020, the Board had four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Governance Committee; and the Executive Committee. In accordance with the applicable rules of the Securities and Exchange CommissionSEC (the “SEC Rules”) and the 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 Each of the Audit Committee, operates pursuant to a written Auditthe Compensation Committee Charter adopted byand the Board which reflects SEC RulesNominating and NYSE Rules relating to audit committees. The AuditGovernance Committee annually reviews and assesses the adequacy of its respective charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

Audit Committee. 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’sCommittee charter sets forth the specific responsibilities and duties of the Audit Committee, which include: (1) 

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Our 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, 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.

Each member of the Compensation Committee qualifies as independent under the applicable NYSE Rules. The Compensation Committee met sixfive times during 2017.2020. The Compensation Committee’s report relating to the 20172020 fiscal year appears on page 5043 of this Proxy Statement. See “Compensation Discussion and Analysis” beginning on page 3325 of this Proxy Statement for more information concerning the activities of the Compensation Committee with respect to the 20172020 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 20172020 executive compensation program.

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

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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 2017.2020.

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 2017,2020, the Executive Committee did not hold any formal meetings; however,meetings.

During 2020, the Executive Committee approved two actions by unanimous written consent.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).

Corporate Governance Guidelines

In accordance with the NYSE Rules, the Board operates pursuant to written Corporate Governance Guidelines which are 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 compliancecomply 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 RatificationMajority Voting Policy

Our Corporate Governance Guidelines include a majority voting policy that applies in uncontested elections of Related Person Transactions

All Related Person Transactions (as defined below) are subjectdirectors (i.e., an election of directors in which the number of nominees for director does not exceed the number of directors to our written Related Person Transaction Policy.be elected). Under this policy, the Audit Committee is responsibleany nominee 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 todirector who receives a Related Person Transaction and either approves (or ratifies)greater number of votes “withheld” from his or disapproves the Related Person Transaction. While the relevant facts and circumstances vary depending on the transaction, they generally include:

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. NoAny director who tenders his or her resignation may not participate in the considerationNominating and Governance Committee recommendation or approval (or ratification)Board action regarding whether to accept or reject the tendered resignation. If a majority of the members of the Nominating and Governance Committee receives a Related Person Transaction with respectmajority withheld vote in the same election, then the Board will appoint a committee comprised solely of independent directors who did not receive a majority withheld vote in that election to which heconsider each tendered resignation and recommend to the Board whether to accept or she or anyreject it.

If a director’s tendered resignation is rejected by the Board, the director will continue to serve for the remainder of his or her immediate family membersterm and until his or her successor is duly elected and qualified or his or her earlier death, resignation or removal. If a Related Person. The Audit Committeedirector’s tendered resignation is accepted by the Board, then the Board, in its sole discretion, may from time to time, delegate its duties underfill any resulting vacancy or may decrease the Related Person Transaction Policynumber of directors comprising the Board, in each case pursuant to the Audit Committee Chairman.provisions of, and to the extent permitted by, the Company’s Regulations.

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To the extent practicable, all Related Person TransactionsNeither abstentions nor broker non-votes will be approveddeemed votes “for” or “withheld” from a director’s election and will therefore have no effect in advance. If advance approval is not practicable, or if a Related Person Transaction that has not beenpre-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 the amount involved exceeds $120,000 and any Related Person had or will have a direct or indirect material 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 2017 and theyear-to-date period in 2018, the Company has not been a participant in any Related Person Transaction except for the following transaction.

In February 2018, we entered into an agreement in the ordinary course of business to purchase a parcel of real property located in Dublin, Ohio for approximately $4.65 million from an entity in which Gary Schottenstein (the brother of Robert H. Schottenstein) ownsdetermining whether a majority interest. The transaction is currently expected to close during the fourth quarter of 2018. This transaction was approved by the Audit Committee in accordance with our Related Person Transaction Policy.

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 of our directors attended the 2017 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 Form8-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 RegulationS-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, ournon-management directors meet without management or inside directors present at every regularly scheduled Board meeting (at least twice per year) and at such other times as our Lead Independent Director or a majority of ournon-management directors deem necessary or appropriate. Each executive session is chaired by our Lead Independent Director. During 2017, thenon-management directors held four executive sessions.

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mitigating those risks. While management reviews risk on a company-wide basis, it focuses on risks in threefour primary areas: (1) financial risk; (2) legal, compliance and regulatory risk; (3) cybersecurity risk; and (3)(4) operational and strategic risk. The Board has ultimate oversight responsibility for our risk-management program and carries out thisits risk oversight responsibility directly and through its committees. The full Board directly oversees and reviews cybersecurity risk and operational and strategic risk and receives regular reports from the committee chairs regarding risk oversight in the committees’ respective areas of responsibility. During 2020, the Board also devoted significant attention to the risks related to the COVID-19 pandemic, including risks related to the health and safety of our employees, customers and building partners.

The Audit Committee oversees and reviews financial risk (including our internal controls) and legal, compliance and regulatory risk. In carrying out their oversightthese responsibilities, the full Board and the Audit Committee, receive regular reports fromamong other things, meets with our independent registered public accounting firm (with and without management present) on a quarterly basis to discuss the appropriate membersfirm’s review of management regardingour interim financial information and, after our fiscal year end, to discuss the material risks that have been identified, including how those risks are being managedfirm’s audit of our annual consolidated financial statements and strategies for mitigating those risks.internal control over financial reporting. The Audit Committee also meets quarterly with our internal auditors and receives an annual risk assessment report from our internal auditorsauditors.

The Compensation Committee oversees and in accordance with its charter, discusses with management the guidelines and policies that management usesreviews risk related to govern the process by which risk assessment and management is undertaken, with particular attention to financial risks.

our compensation practices. In connection with its oversight of our executive compensation program, the Compensation Committee reviews and evaluates whether our compensation policies and practices relating to our employees (as well as our executive officers). present a material risk to us. 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(including our compensation policies and practices present a material risk to us.executive officers). 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 risksand reviews risk related to the composition and operation of our Board, including director independence, diversity and potential conflicts of interest.

NominationEnvironmental, Social and Governance Practices

In 2020, we formed an Environmental, Social and Governance (“ESG”) working group to focus on advancing our ESG practices and reporting. The ESG working group is led by our Executive Vice President, Chief Legal Officer & Secretary, and includes members from a cross-section of Directors

As described above, the Company has a standingCompany. The ESG working group works with our leadership team and, through our Chief Legal Officer, provides reports to the Board and the Nominating and Governance Committee that is responsibleCommittee. In 2021, we plan to commence publishing an annual corporate responsibility report which will address our ESG policies, initiatives and achievements for providing oversightthe prior year. Earlier this year, in advance of publishing our initial annual report, we published an Environmental Social Governance Report which generally describes how we incorporate select ESG principles into our operations and also provides certain quantifiable performance indicators for 2019. These performance indicators are based on the broad range of issues surrounding the compositionSustainability Accounting Standards Board industry-specific standards and operationapplicable aspects of the Board,Global Reporting Initiative standards. A copy of the Environmental Social Governance Report is available on our website at www.mihomes.com under the “Investors” heading. Information on our website, including identifying candidates qualified to become directorsthe Environmental Social Governance Report, is not incorporated by reference in or otherwise considered a part of this Proxy Statement.

In connection with our focus on advancing our ESG practices and recommending director nominees to the Board.

When considering candidates forreporting, the Board recently updated our Corporate Governance Guidelines and the Nominating and Governance Committee’s charter. Among other things, these updates explicitly (1) delegate to the Nominating and Governance Committee evaluates the entirety of each candidate’s credentialsresponsibility to oversee our ESG policies and does not have any specific eligibility requirements or minimum qualifications that must be met by a Nominatingpractices and, Governance Committee-recommended nominee. The(2) require the Nominating and Governance Committee considers those factors it deems appropriate, including judgment, skill, independence,to take reasonable steps to ensure that female and minority candidates are considered for the pool of candidates from which director nominees are chosen to further reflect our commitment to board diversity strengthand inclusiveness.

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Executive Sessions

In accordance with our Corporate Governance Guidelines and the NYSE Rules, our independent directors meet without management or the inside directors at every regularly scheduled Board meeting (at least twice per year) and at such other times as our Lead Independent Director or a majority of character, experience with businesses and organizations comparable in sizeour independent directors deem necessary or scope, experience as anappropriate. Our Lead Independent Director chairs each 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 ofsession. During 2020, the candidate’s membership on the Board. independent directors held four executive sessions.

Attendance at Annual Shareholder Meetings

The Nominating and Governance CommitteeCompany does not have a formal policy with regardrespect to the considerationattendance by our directors at our annual meetings of diversity in identifying director nominees.shareholders. However, the Nominatingdirectors are encouraged to attend, and Governance Committee considers diversity, including diversity of gender, race and ethnicity, education, professional experience, viewpoints, backgrounds and skills. The Nominating and Governance Committee does

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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.

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 skills.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, the amount involved exceeds $120,000 and any Related Person had or will have a direct or indirect material interest. A written statement from the candidate consenting to serve as“Related Person” is any person who is: (1) a director if so nominated and elected, must accompany any such recommendation.

The Board, taking into account the recommendations(or nominee for director) or executive officer of the NominatingCompany; (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 2020 and Governance Committee, selects the nominees for election as directors atyear-to-date period in 2021, the annual meeting of shareholders. In addition, shareholders who wish to nominate one or more persons for election asCompany has not been a director atparticipant in any Related Person Transaction, other than the annual meeting of shareholders may do so, provided they comply with the nomination procedures set forthRelated Person Transaction which was disclosed 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, postagepre-paid,our proxy statement relating to the Secretary2020 Annual Meeting 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 nameShareholders 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 madeapproved by the shareholder; (4) such other information regarding each nominee proposed by the shareholder as would be required to be includedAudit Committee 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 complianceaccordance with the foregoing procedures.our Related Person Transaction Policy.

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Proposal No. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

WePursuant to SEC Rules and our Board policy requiring an annual “say-on-pay” vote, we are asking our shareholders to approve athe following non-binding advisory resolution on the compensation of our executive officers identified in the Summary Compensation Table on page 5144 of this Proxy Statement (the “Named Executive Officers”)––commonly referred to as a“say-on-pay” vote. Our Board has adopted a policy providing for an annual“say-on-pay” vote. In accordance with this policy, 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.

Compensation Objectives.    Through a mix of (1) base salary, (2) annual cash performance bonus and (3) long-term equity awards, we seek to promote four primary objectives with(a) attract and retain exceptional executives, (b) motivate our executive compensation program: (1) attracting and retaining exceptional executives; (2) motivating our executives; (3) aligningexecutives, (c) align the interests of our executives and our shareholders;shareholders and (4) rewarding short-term and long-term(d) reward performance. We are committed to apay-for-performance philosophy. As such, our executive compensation program is designed so thata result, a significant majority of each Named Executive Officer’s compensation is at risk or variable and dependent upon our performance and/or long-term appreciation in the price of our Common Shares.

Consistent with prior recent years, our principal financial goal in 2017 was to continue to increase our profitability (as measured by ourpre-tax income from operations, excluding extraordinary items (“AdjustedPre-Tax Income”)). We also sought to increase our new contracts and homes delivered as well as improve our customer service scores—each of which we believe is a key to increasing profitability. The “Compensation Discussion and Analysis” beginning on page 3325 of this Proxy Statement describes our executive compensation program and how and why the Compensation Committee determined that2020 compensation. We urge shareholders to read the “Compensation Discussion and Analysis” as well as the Summary Compensation Table and other related compensation tables on pages 51-6044 - 53 of this Proxy Statement.

Based on2020 Goals/Executive Compensation Program.    Consistent with the previous several years, our continued focus onprincipal goals for 2020 were to continue to (1) increase our (a) profitability (as measured by our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”)), (b) new contracts and (c) homes delivered and (2) maintain our high customer service and quality scores. When the Compensation Committee was establishing the 2020 executive compensation program, we had just completed our eighth consecutive year of increasing our profitability in 2017,2019. For each year during this eight-year period, our principal financial goal had been to increase our profitability (as measured by Adjusted Pre-Tax Income) and the Compensation Committee had designed our 2017 executive compensation program in a manner intended to achieve this goal. Given our focus on continuing to increase our profitability in 2020, the Committee designed our 2020 executive compensation program in a manner substantially similar to our 2019 program with the primary changes noted below:

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Options. The Committee awarded Messrs. Schottenstein, Creek and Mason stock options to purchase 100,000, 55,000 and 27,500 Common Shares, respectively. In the case of each of Messrs. Creek and Mason, this number represents the same number of service-based stock options that he received in 2019. In the case of Mr. Schottenstein, the Committee increased the number of service-based stock options by 4,000 based on the value of his long-term equity-based compensation ranking below the 25^th percentile for chief executive officers in our Peer Group. The options vest and become exercisable in 20% increments on the first five anniversaries of the date of grant, subject to continued employment on the applicable vesting date, and expire after ten years.

PSUs. The Committee awarded Messrs. Schottenstein, Creek and Mason 23,679, 14,207 and 7,885 target number of PSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the date of grant of approximately $1,000,000, $600,000 and $333,000. In the case of Messrs. Schottenstein and Creek, the Committee increased the aggregate grant date market value of the Common Shares underlying their target 2020 PSU awards by $250,000 and $200,000, respectively. The Committee increased these awards based on the value of their respective long-term equity-based compensation ranking below the 25^th percentile for similarly-situated executives in our Peer Group. In the case of Mr. Mason, this aggregate grant date market value was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of PSUs awarded to him in 2019. Under the PSU awards, each Named Executive Officer’s PSUs will vest and be earned, if at all, after the completion of a three-year performance period from January 1, 2020 through December 31, 2022 based (1) 80% on our 2016 program.cumulative annual Adjusted Pre-Tax Income over the performance period and (2) 20% on our relative total shareholder return compared to our Peer Group over the performance period, and continued employment. Any vested PSUs will be settled on a one-for-one basis in whole Common Shares. PSUs that do not vest due to inadequate performance or termination of employment will be forfeited.

2020 Performance. We achieved record results on numerous fronts in 2020, while, at the same time, adjusting to the unprecedented uncertainties and challenges caused by the COVID-19 pandemic. We began 2020 positively, but with the onset of the pandemic in mid-March, our business was adversely affected during the second half of March and April. In response to the pandemic, we took a number of actions to support our business and implemented a number of protocols to safeguard our employees, customers and building partners. As many businesses were permitted to reopen in May, our business rebounded significantly and remained strong throughout the rest of the year. Highlights of our 2017 executive compensation program and the Committee’s decisions2020 performance include:

In 2017, we increased our AdjustedPre-Tax Income by 18% and each Named Executive Officer received a cash performance bonus that represented 75% of his maximum annual performance

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2017 marked another year of increased profitability and overall growth for us. Among other things, we increased our (1) net income by $15.5 million, or 27%, to $72.1 million, (2) AdjustedPre-Tax Income by $21.3 million, or 18%, to $136.5 million, (3) revenues by 16% to nearly $2 billion, (4) new contracts by 11% to a company record 5,299 new contracts, (5) homes delivered by 14% to a company record 5,089 homes, (6) controlled lots by 24% to 28,531 and (7) shareholders’ equity by 14% to $747 million. We also finished 2017 with backlog units and sales value that were 12% and 15% greater than a year earlier, respectively, and the average sales price in our backlog was the highest level in our history.

TheThis 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 evaluate what 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 brokernon-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.

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Proposal No. 3

APPROVAL OF THE ADOPTION OF THE M/I HOMES, INC. 2018 LONG-TERM INCENTIVE PLAN

On February 15, 2018, the Board unanimously adopted the M/I Homes, Inc. 2018 Long-Term Incentive Plan (the “2018 LTIP”), subject to approval by our shareholders at the Annual Meeting. In this Proposal No. 3, we are asking our shareholders to approve the adoption of the 2018 LTIP.

The purpose of the 2018 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 essential to our continued ability to recruit and retain the individuals needed to successfully execute our business plan. The 2018 LTIP serves these purposes by making equity- and cash-based awards available for grant to eligible participants in the form of:

The 2018 LTIP is intended to replace our existing long-term incentive plan, the M/I Homes, Inc. 2009 Long-Term Incentive Plan, as amended (the “2009 LTIP”), which expires by its terms on May 5, 2019. If our shareholders approve the adoption of the 2018 LTIP, the Board intends to terminate the 2009 LTIP immediately following the Annual Meeting, no new awards will be granted under the 2009 LTIP and the 983,845 Common Shares remaining available as of the Record Date for future awards under the 2009 LTIP will no longer be available for issuance under the 2009 LTIP. Awards outstanding under the 2009 LTIP will remain in effect in accordance with their respective terms.

As of the Record Date, there were (1) 2,238,198 outstanding options under the 2009 LTIP and its predecessor plans, (2) 84,559 outstanding director stock units under the 2009 LTIP and its predecessor plans, (3) 182,662 outstanding PSUs under the 2009 LTIP (assuming achievement of the performance goals at the target level), (4) 56,614 outstanding phantom stock units under our deferred compensation plans and (5) 28,562,753 outstanding Common Shares. The outstanding options have a weighted average exercise price of $22.73 and a weighted average term to expiration of 7.33 years. With respect to the outstanding PSUs, the actual number of PSUs that will vest and be earned depends upon our future performance and may be increased by up to 50% from the target number if we achieve the maximum performance level for all of the applicable performance goals and be decreased to zero if we fail to achieve the threshold performance level for all of the applicable performance goals.

As described in further detail below, the 2018 LTIP provides for equity-based awards covering up to 2,250,000 Common Shares. 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 believe that the 2018 LTIP is critically important to our future success. We estimate, based on

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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. Biographical information with respect to Messrs. Schottenstein and Creek is set forth under “Board of Directors” on page 5 of this Proxy Statement. As previously disclosed and discussed above under “Board of Directors,” on October 27, 2020, Mr. Mason announced his decision to retire as the Company’s Executive Vice President, Chief Legal Officer and Secretary effective in 2021 after the Company has hired his replacement and the orderly transition of his responsibilities. The following table sets forth biographical information with respect to Mr. Mason and certain key employees of the Company:

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PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 12, 2018,16, 2021, 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 (5%) 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:

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation philosophy objectives and policies,objectives, our Named Executive Officers’ 20172020 compensation and how and why the Compensation Committee (the “Committee”) determined that compensation.

Executive Summary

Compensation Objectives. Through a mix of (1) base salary, (2) annual cash performance bonus and (3) long-term equity awards, the Committee seeks to promote four primary objectives: (1) attracting(a) attract and retainingretain exceptional executives; (2) motivatingexecutives, (b) motivate our executives; (3) aligningexecutives, (c) align the interests of our executives and our shareholders;shareholders and (4) rewarding short-term and long-term(d) reward performance.

2017 Performance2020 Goals. AtConsistent with the beginning of 2017, weprevious several years, our principal goals for 2020 were coming off ofto continue to (1) increase our fifth consecutive year of increasing our profitability. During this five-year period, we consistently focused our annual financial goals on increasing our(a) profitability (as measured by AdjustedPre-Tax Income (as defined on page 1518 and described in detail on page 4433 of this Proxy Statement)), (b) new contracts and (c) homes delivered and (2) maintain our high customer service and quality scores.

2020 Executive Compensation Program. When the Committee was establishing the 2020 executive compensation program, we experienced positive results withhad just completed our AdjustedPre-Tax Incomeeighth consecutive year of increasing from $13.5 millionour profitability in 2012 to $115.2 million in 2016. Based on2019. For each year during this record of consistent and balanced growth,eight-year period, our principal financial goal had been to continue to increase our profitability (as measured by Adjusted Pre-Tax Income) and the Committee had designed our executive compensation program in 2017 remaineda manner intended to achieve this goal. Given our focus on continuing to increase our profitability. Atprofitability in 2020, the same time, we also soughtCommittee designed our 2020 executive compensation program in a manner substantially similar to increase our new contracts and homes delivered as well as improve our customer service scores.

2017 marked another year of increased profitability and overall growth for us. In 2017, we (1) increased our AdjustedPre-Tax Income by $21.3 million, or 18%, to $136.5 million, (2) entered into a company record 5,299 new contracts (an 11% increase from 2016) and (3) delivered a company record 5,089 homes (a 14% increase from 2016). Other highlights of our 2017 financial and operating performance include:2019 program with the primary changes noted below:

2017 Executive Compensation Program. Based on our continued focus on increasing our profitability in 2017 (as measured byIn 2020, we achieved AdjustedPre-Tax Income) and our results over the previous five years, the Committee designed our 2017 executive compensation program in a substantially similar manner as our 2016 program.

Base Salary. The Named Executive Officers’ base salaries in 2017 remained at their 2016 levels.

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Options. The Committee awarded Messrs. Schottenstein, Creek and Mason stock options to purchase 100,000, 55,000 and 27,500 Common Shares, respectively. In eachthe case the bonus represented 75% of his maximum potential performance bonus opportunity. Because of the leveraged design of the 2017 bonus program, the 2017 bonuses constituted only a 1% increase from the 2016 bonuses despite our 18% increase in AdjustedPre-Tax Income.

Long-Term Equity-Based Compensation. In 2017, each Named Executive Officer received (1)Messrs. Creek and Mason, this represents the same number of service-based stock options as hethat they received in 20162019. In the case of Mr. Schottenstein, the Committee increased the number of service-based stock options by 4,000 based on the value of his long-term equity-based compensation ranking below the 25^th percentile for chief executive officers in our Peer Group.

PSUs. The Committee also awarded Messrs. Schottenstein, Creek and (2) aMason 23,679, 14,207 and 7,885 target number of PSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the date of grant of approximately $1,000,000, $600,000 and $333,000. In the samecase of Messrs. Schottenstein and Creek, the Committee increased the aggregate grant date market value of the Common Shares underlying their target 2020 PSU awards by $250,000 and $200,000, respectively. The Committee increased these awards based on the value of their respective long-term equity-based compensation ranking below the 25^th percentile for similarly-situated executives in our Peer Group. In the case of Mr. Mason, this aggregate grant date market value was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of PSUs he receivedawarded to him in 2016.2019.

2020 Performance. We achieved record results on numerous fronts in 2020 while, at the same time, adjusting to the unprecedented uncertainties and challenges caused by the COVID-19 pandemic. We began 2020 positively, but with the onset of the pandemic in mid-March, our business was adversely affected during the second half of March and April. In response to the pandemic, we took a number of actions to support our business and implemented a number of protocols to safeguard our employees, customers and building partners. As many businesses were permitted to reopen in May, our business rebounded significantly and remained strong throughout the remainder of the year. Highlights of our 2020 performance include:

Additionally, we achieved homebuyer satisfaction ratings of 95% and 86% on the 30-day and six-month surveys, respectively, and a home readiness score of 92%.

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Pay-for-Performance.We are committed to apay-for-performance philosophy. As such, the Committee designs our executive compensation program so thata 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 20172020 total compensation that was performance-based:

20172020 TOTAL COMPENSATION

(from Summary Compensation Table on page 51)44)

2017

Compensation Best Practices. We incorporate a number of best practices into our executive compensation program, including:

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2020 Advisory Vote on Executive Compensation

We have a long history of shareholder support for our executive compensation program. Since we first asked our shareholders to approve our executive compensation in 2011, our annual “say-on-pay” vote has received an average of 97% support from our shareholders.

At our 20172020 Annual Meeting of Shareholders, our shareholders approved the compensation of our Named Executive Officers, with 96%more than 95% of the shares votedvotes cast in favor of our“say-on-pay” resolution. The Committee considered the results of the 20172020 “say-on-pay” vote as part of its 2018 review of our executive

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our Peer Group and (b) our annual cash incentive plan and long-term incentive plan practices with our Peer Group; (3) analyzing our performance relative to our Peer Group, with a focus onone-year and three-year revenue growth andone-year, three-year and five-year total shareholder return; (4) reviewing the composition of our Peer Group; (5) advising on executive compensation trends and best practices; (6) assessing(2) analyzing the dilution and overhang of our annual equity grants compared to our Peer Group;grants; and (7)(3) reviewing ournon-employee director compensation program as a whole, each principal component and the competitiveness of such compensation comparedrelative to our Peer Group. At the request of the Committee, Pearl Meyer discussed with management the recommendations that management planned to make to the Committee regarding 20172020 compensation.

During 2017,2020, Pearl Meyer did not provide any services to us beyond its support of the Committee. The Committee assessed the independence of Pearl Meyer as required by NYSE Rules and SEC Rules and concluded that Pearl Meyer’s work for us did not raise any conflict of interest.

Setting Executive Compensation

In the first quarter of each year, the Committee evaluates the Named Executive Officers’ performance, determines whether they will receivewe achieved the performance goals applicable to the Named Executive Officers’ annual cash performance bonuses for the prior year and whether they earned such bonuses, determines whether the PSUs for the recently completed three-year performance period vested and establishes the compensation program for the current year.

During the course of establishingsetting the 20172020 executive compensation program, the Committee reviewed:

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The Peer Group consisted of:of the following companies:

The Committee, with input from management and Pearl Meyer, selected our Peer Group. WeThe Committee selected these companies (all of which are publicly-traded homebuilders) because we believe they are generally our chiefprincipal competitors for personnel, customers, land and/orand investment. In 2017,2020, the Peer Group remained the same as in 2016,2019, except that, at the recommendation of Pearl Meyer, we added LGI Homes, Inc. and Tri Pointe Group,Century Communities, Inc. based on theirits relative size, including revenue and market capitalization, and comparable business profiles.profile. Additionally, while William Lyon Homes was a part of our Peer Group for purposes of setting our 2020 executive compensation, it was acquired by Taylor Morrison Home Corporation in 2020 and will not be a part of our peer group in the future.

The Committee utilized the Peer Group data to understand the pay practices and current compensation levels and pay practices of our competitors and ensure that our Named Executive Officers’executive 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). The Committee however, recognizes that each companydid not benchmark our compensation, or any component thereof, to a specific percentile within theour Peer Group is unique. Therefore,Group. Instead, the Committee used the Peer Group data only as a point of reference and one of several factors in setting executive compensation and did not benchmark our compensation, or any component thereof, to a specific percentile or ranking within our Peer Group.compensation.

When setting compensation, the Committee also takes into account that the homebuilding industry is highly competitive and cyclical and our Named Executive Officers have considerable tenure with us, delivered strong results during this time and experience in both up and down homebuilding cycles in the homebuilding industry.and delivered strong results during their tenure. The Committee believes that this continuity of management and experience is valuable and requires that our compensation program remain competitive.valuable—especially in the unprecedented COVID-19 environment.

Components of 20172020 Executive Compensation

For 2017,2020, the principal components of our executive compensation program were:

The Committee recognizes the need for both cash and equity-based compensation and short-termshort- and long-term compensation. The Committee believes that a mix of such compensation is necessary to meet its objectives.strike an appropriate balance between short- and long-term financial and strategic goals, discourage excessive risk taking and align the interests of our executives and our shareholders. We do not however, have apre-established formula or target for

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The Committee seeksestablished the 2020 executive compensation program before the onset of the COVID-19 pandemic. In response to the pandemic, we took a balanced mixnumber of actions to support our business and implemented a number of protocols to safeguard our employees, customers and building partners. The Committee did not, however, make any changes to the 2020 executive compensation that aligns pay with our compensation philosophy and objectives and incentivizes our executivesprogram in response to deliver on both our short-term and long-term financial and strategic goals.the COVID-19 pandemic.

Base Salary

Base salary is the only fixed component of compensation. As such, we intend for base salary to provide a competitive, basestable level of compensation so that executives do not feel pressured to take unnecessary or excessive risks or overly focus on the price of our Common Shares. The Committee annually reviews and subjectively determines each Named Executive Officer’s base salary.

When determining the Named Executive Officers’ 20172020 base salaries, the Committee considered:

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

Based on itsthis review and support from Pearl Meyer, the Committee determined that, whileincreased the Named Executive Officers performed at a high level in 2016, their then-current base salaries were at appropriate levelsof Messrs. Schottenstein and Creek in 2020 from $900,000 to achieve our compensation objectives. Accordingly, the$1,000,000 and from $600,000 to $650,000, respectively—their first salary increases since 2013. The Committee did not change the Named Executive Officers’Mr. Mason’s base salaries for 2017salary ($500,000) which remained at $900,000, $600,000, and $500,000 respectively. Messrs. Schottenstein’s and Creek’s base salaries werewas last changed in 2013 and Mr. Mason’sincreased in 2016.

InThe Committee increased Mr. Schottenstein’s salary based on our Company performance and his individual performance in 2019 and the course of its review of individualPeer Group data. With respect to our Company performance, the Committee noted Mr. Schottenstein’s leadership role in developing and executing our operating strategy and driving our continued growth in profitability andin 2019 as well as our record revenue, new contracts and homes delivered in 2016. For Mr. Creek,during the year. With respect to his individual performance, the Committee noted Mr. Schottenstein’s strong overall leadership and his managementintegral role in successfully implementing our operational strategy. With respect to the Peer Group data, the Committee noted that Mr. Schottenstein’s salary ranked significantly below the 50^th percentile for chief executive officers in the Peer Group.

The Committee also increased Mr. Creek’s salary based on our Company performance and his individual performance in 2019 and the Peer Group data. With respect to our Company performance, the Committee noted the same considerations as in the case of Mr. Schottenstein. With respect to his individual performance, the Committee noted Mr. Creek’s role in successfully managing our overall operations and capital structure and balance sheet, including our issuance of $400 million of senior notes in January 2020 and the 10% increase in our record shareholders’ equity at December 31, 2019. Additionally, the Committee recognized his increasingly expanded role in 2016. For Mr. Mason,managing our operations. With respect to the Peer Group data, the Committee noted that, while Mr. Creek’s salary ranked just over the 50^th percentile for chief financial officers in the Peer Group, his rolesalary ranked below the 25^th percentile when compared to the salaries of the second highest paid executive at companies in our increasethe Peer Group (which the Committee believed may be a more appropriate comparator given his expanded role).

The Committee determined that Mr. Mason performed well in land acquisition2019, and development in 2016noted, among other things, his management and oversight of our legal and human resources departments, risk management and regulatory compliance.land acquisition and development. The Committee, however, elected not to change his salary.

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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 morepre-determined, objective performance goals that are directly related to our financial and strategic goals for the year. The bonus is awarded pursuant to our shareholder-approved 2009 Annual Incentive Plan, a cash-based incentive plan. Historically and in 2017, the annual cash performance bonus opportunity has representedrepresents the most significant portion of each Named Executive Officer’s potential total compensation. The Committee believes thisthe bonus fosters apay-for-performance culture and builds accountability. Under theaccountability for our performance. The bonus is awarded pursuant to our 2009 Annual Incentive Plan, a cash-based incentive plan. Under this Plan, the Committee mayhas the express authority to exercise negative discretion toand reduce the amount to be paid to a participant with respect to an award.

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clear connection between pay and performance and was aligned with our selling, general and administrative expenses, which was a focusoperational goals, more than half of the companies in 2017). Fourth, the selection of AdjustedPre-Tax Income was consistent with our Peer Group (10 of the 14 companies usedpre-tax income as a performance goalmetric in their annual bonus program and all of the companies used at least one income-based performance goal in their program). Finally, Pearl Meyer supported the selectionselection.

For 2020, the Committee designed the award formula for the annual cash performance bonus in a manner substantially similar to the design of the metric.

For 2017, the2019 award formula. The Committee established threshold and maximum AdjustedPre-Tax Income goalsperformance levels of $45$50 million and $165$200 million, respectively, and designed the award formula so that each Named Executive Officer would earn 20%30% and 100% of his maximum potential bonus opportunity at the threshold and maximum performance levels, respectively. The 2017These represented the same threshold and maximum performance levels and the same payout levels at threshold and maximum as in 2019.

Similar to the 2019 award formula, incorporated one primary change from 2016. In 2017, the Committee increasedstructured the threshold performance level to $45 million (from $25 million in 2016) andpayout curve under the

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In 2017,2020, we achieved AdjustedPre-Tax Income of $136.5 million, an increase of $21.3 million, or 18%, from 2016.$319.3 million. As a result, each of our performance, Messrs. Schottenstein, Creek and Mason earned performance bonuses of $2,354,940, $1,121,400 and $747,600, respectively. In each case, the bonus represented 75% of his maximum potential performance bonus opportunity and a 1% increase from his 2016 annual performance bonus. When reviewingAfter considering these results and certifying these bonuses,our overall 2020 performance, the Committee noted (1)believes that while we increased our AdjustedPre-Tax Income by 18% in 2017, the Named Executive Officers’ annual cash performance bonuses were basically flat with their 2016 bonuses as a result of the leveraged design of the 20172020 bonus program (2) that 2017 represented our second consecutive yearwas an effective driver of record levels of revenue, new contracts and homes delivered and (3) the annual performance bonuses earned by similarly-positioned executivesgrowth in our Peer Group.profitability.

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business (i.e., the business requires a relatively long time horizon before a financial benefit is realized), mitigates excessive risk taking in the short-term and serves as a valuable retention tool (as unvested(unvested options are forfeited if an executive voluntarily terminates his employment).

PSUs. In February 2017,2020, the Committee awarded Messrs. Schottenstein, Creek and Mason 25,706, 17,13723,679, 14,207 and 14,2677,885 target number of PSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the grant date of approximately $1,000,000, $600,000 $400,000 and $333,000 respectively (the “2017-2019“2020-2022 PSUs”). In Mr. Schottenstein’s case, the case of Messrs. Schottenstein and Creek, thisCommittee increased the grant date market value was approximately the same as the grant date

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The Committee selected AdjustedPre-Tax Income as the primary performance goal (weighted 80%) for the same reasons that it selected AdjustedPre-Tax Income as the performance goal for the 2017 annual cash performance bonus program. In particular, the Committee noted that the AdjustedPre-Tax Incomebecause this metric (1) is a key metric in our internal, long-term financial plan, (2) provides a balanced approach to focusing our executives on achieving our long-term objectives and maximizing performance and (3) is consistent with the long-term incentive plan practices of our Peer Group.

The Committee subjectively established the threshold, target and maximum performance levels for the 2017-2019 AdjustedPre-Tax Income Performance Goal based onafter considering our projections and strategic plan coveringfor the 2017-2019

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The following table sets forth the threshold, target and maximum performance levels for each performance goal for the 2015-20172018-2020 PSUs and our actual results with respect to such goals:

2015 — 20172018 - 2020 PSU Award Results

For the 2015-20172018-2020 Performance Period, (1) we achieved cumulative annual AdjustedPre-Tax Income of $350.1$636.4 million and (2) our relative total shareholder return ranked in the 51st63rd percentile of the 2015-20172018-2020 Peer Group. Based on these results, the Committee certified a vesting level of 141%145% of each Named Executive Officer’s target number of 2015-20172018-2020 PSUs and approved grants of 39,586, 26,39034,105, 18,189 and 13,19515,142 Common Shares to Messrs. Schottenstein, Creek and Mason, respectively.

Equity Grant Practices. The Committee grants all equity-based awards (including awards to ournon-employee directors) pursuant to the 20092018 LTIP. Except in the case of grants for new hires (which may beare generally made at the first Committee meeting following the hiring date), the Committee grants all stock options and PSUs 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 materialnon-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).

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Benefits and Perquisites

Employee Benefits. We provideIn 2020, we provided our employees with the opportunity to save for retirement through our defined contribution 401(k) Profit Sharing Plan (the “401(k) Plan”). We have also historically made an annual profit sharing contribution to the 401(k) Plan on behalf of our employees. The 401(k) Plan limits the amount of a participant’s annual compensation that is eligible for profit sharing to $50,000. Our Named Executive Officers participate in the 401(k) Plan on the same terms as our other employees. For 2017, the Company contribution to the 401(k) Plan made on behalf of each Named Executive Officer was $2,150.

To help maintain a healthy workforce, we provide our employees with the opportunityfollowing benefits and perquisites (in addition to participate in various health and welfare benefit programs, including medical, dental, vision, life and short-term disability insurance. We share the cost of these programs with ourthose received by all employees and provide benefits at competitive market levels to attract and retain employees. Ourgenerally). The Named Executive Officers, participatealong with certain other members of management, receive a monthly automobile allowance (with the amount based on position). We believe this benefit provides qualifying management with a benefit of high perceived value at a relatively low cost. For security and efficiency reasons, we allow our Chief Executive Officer to use our corporate airplane for personal use. The Committee reviews the extent of personal usage on a quarterly basis and retains the authority to discontinue such usage at any time. Mr. Schottenstein was assessed income for all personal use of the plane in these programs on2020 in accordance with the same terms as our other employees.applicable Internal Revenue Service regulations. The amount shown in the Summary Compensation Table represents the incremental cost to the Company for his personal use of the plane.

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. In addition to paying our portion of the premium, we pay his portion and reimburse him for the taxes he incurs with respect toas a result of our payment of his portion. Prior to 2002, we provided this benefit to each of our executive officers for competitive reasons.officers. 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. In 2017, we provided our Named Executive Officers with the following perquisites. The Named Executive Officers, along with certain other members of management, received a monthly automobile allowance. The amount of the allowance is based on position. For security and efficiency reasons, our Chief Executive Officer is permitted to use our corporate airplane for personal use. The Committee reviews the extent of personal usage on a quarterly basis and retains the authority to discontinue such usage at any time. Mr. Schottenstein was assessed income for all personal use of the plane in 2017 in accordance with the applicable Internal Revenue Service regulations. The amount shown in the Summary Compensation Table represents the incremental cost to us for Mr. Schottenstein’s personal use of the plane (as opposed to the income he was assessed).

Payments in Connection with Termination of Employment or Change in Control

Due to the significant tenure of our Named Executive Officers, weWe do not have employment or severance agreements with them,any of our Named Executive Officers, other than the change in control agreements described below (the “Change in Control“CIC 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, under certain circumstances, for the benefits provided under the Change in ControlCIC Agreements, our equity compensation plans and our annual performance bonus plan under certain circumstances.plan. 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 pursuant to the CIC Agreements, align executive and shareholder interests by enabling the Named Executive Officersexecutives to pursue corporate transactions without a concern for job security.

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

As previously reported, the Committee determined that it was in our best interests to enter into the Change in ControlCIC Agreements in 2008 based on several considerations, including to: (1) serve as a retention tool

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The CIC Agreements provide the Named Executive Officers with a level of financial protection only upon a loss of employment in connection with a change in control they require(i.e., a “double trigger.”trigger”). Under the CIC 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:

Thepre-determined payment multiples are 2.99 for Mr. Schottenstein and 2 for each of Messrs. Schottenstein, Creek and Mason are 2.99, 2 and 2, respectively. The CommitteeMason. These multiples were selected these multiples based primarily on a review of competitive market data for our Peer Group.

Additionally, underUnder the Change in ControlCIC Agreements, if the payments to be received by a Named Executive Officer constitute “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and are subject to excise tax under Section 4999 of the Code, such Named Executive Officer will be entitled to agross-up payment in an amount necessary to ensure that he does not bear the cost of the excise tax, unless acut-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 thisThis modifiedgross-up provision was included to balance protecting the Named Executive Officers from any excise tax withand limiting our exposure to the cost of agross-up if the excise tax is triggered by a minimal amount.

2018 LTIP and 2009 LTIP. Under ourthe 2018 LTIP (our current equity compensation plan) and the 2009 LTIP (our former equity compensation plan and under which awards remain outstanding) and the respective form of award agreement that applies to all outstanding stock options thereunder, if a participant’s employment is terminated for any reason other than death, disability, retirement or cause, his or her stock option privileges will be limited to the options immediatelythen exercisable on the date of termination and expire unless exercised within 60 days after such date. In the case of termination due to death, disability or 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

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Pursuant to the 2018 LTIP and the 2009 LTIP and the respective form of award agreement that applies to all outstanding PSUs 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 PSUs. In the case of termination due to death or disability, the number of PSUs 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 PSUs 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 PSUs. However, if in connection with a change in control, the Committee elects to (1) cancel any PSU award, then the target number of PSUs 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 PSUs or (2) cause a substitute award to be issued with respect to any PSUs, the substitute award must substantially preserve the value, rights and benefits of the PSUs being substituted.

2009 Annual Incentive Plan. Under 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 apro-rated 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 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 5649 of this Proxy Statement.

Deferred Compensation Plan

The Named Executive Officers may elect to defer payment of all or part 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

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We make no contributions under the Executives’ Deferred Compensation Plan (matching or otherwise), and the future paymentour 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 his 20172020 bonus. AdditionalFor more information related toconcerning the Named Executive Officers’ participation in the Executives’ Deferred Compensation Plan and their respective aggregate account balances thereunder as of December 31, 2017 are set forth in2020, see the Nonqualified Deferred Compensation table on page 5548 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, equity-based compensation is a significant percentage of their total compensation, and we provide them withas of the opportunity to defer payment of all or part of their annual cash performance bonusRecord Date, Messrs. Schottenstein, Creek and receiveMason beneficially owned 577,764, 72,513 and 17,040 Common Shares, in lieu thereof at a future date underrespectively. For more information concerning the Executives’ Deferred Compensation Plan.Named Executive Officers’ beneficial ownership of our Common Shares, see the “Principal Shareholders” section on page 23 of this Proxy Statement.

Anti-Hedging/Pledging

UnderOur officers (including the Named Executive Officers), directors and employees are subject to our Insider Trading Policy. This Policy sets forth rules governing transactions in our securities and the handling of confidential information. The Policy prohibits certain transactions which we prohibit our executives from, amongbelieve create a heightened risk and/or the appearance of inappropriate conduct, including the purchase of financial instruments or other transactions that hedge or offset (or are designed to hedge or offset) a decrease in market value of our securities. Specifically, the Policy prohibits our officers (including the Named Executive Officers), directors and employees from (1) engaging in hedging or monetization transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, (2) buying or selling publicly traded-options, including put options, call options orand other derivative securities, related to our Common Shares, (2)(3) engaging in short sales, or hedging transactions, (3)(4) holding our Common Sharessecurities in a margin account and (4)(5) pledging Common Sharessecurities as collateral for a loan. We believe theseloan, in each case with respect to our securities. These prohibitions further alignapply to securities acquired by an officer, director or employee as part of his or her compensation and securities otherwise held by him or her. The prohibitions also apply to the interestsfamily members of our executives and our shareholders.an officer, director or employee (and any other persons) who reside in the officer’s, director’s or employee’s household as well as any family members whose transactions are directed by, or subject to the influence or control of, such officer, director or employee.

Tax Implications

Section 162(m) of the Code generally prohibits a public company from deducting compensation paid to a “covered employee”certain covered employees (including our Named Executive Officers) in excess of $1 million in any taxable year. Prior to the enactmentpassage of The Tax Cuts and Jobs Act on(the “TCJA”) in December 22, 2017, compensation that qualified as “performance-based”performance-based compensation under Section 162(m) could be excluded from this $1 million limit. Historically (including in 2017),limit and the Committee hashad historically considered the deductibility of our executive compensation under Section 162(m) and generally structured the annual cash performance bonus and equity-based compensation in a manner intended to qualify as “performance-based” compensation under Section 162(m). performance-based compensation.

The Tax Cuts and Jobs ActTCJA substantially modified Section 162(m) and, among other things, (1) repealed the “performance-based”performance-based compensation exemption for taxable years beginning after December 31, 2017 (subject2017. The TCJA provides limited transition relief for certain compensation paid pursuant to a transition rule for written binding contractscontract which werewas in effect on November 2, 2017 and arehas not modified in any material respect on or after such date) and (2) expandedbeen materially modified. Due to the groupuncertainty of officers subject tothe application of Section 162(m) to include, among others,as a company’s chief financial officer. Due to these changes, beginning with our 2018 fiscal year, we will no longer be able to deduct compensation paid to an executive officerresult of the CompanyTCJA (including this limited transition relief), there can be no assurance that historical compensation intended to satisfy the performance-based requirements for exemption will be deductible. Consistent with its past practices, the Committee will continue to design compensation programs that it believes are in our Chief Financial Officer)and our shareholders’ best interests and remains committed to paying performance-based compensation, where appropriate. However, compensation awarded to our executive officers in 2020 (and future

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years) in excess of $1 million generally will not be deductible (regardless of whether all or a portion of such excess is “performance-based”performance-based compensation). The Committee, however, recognizes that our corporate and compensation objectives may not always be consistent with the requirements

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-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 20172020 Form10-K.

Compensation Committee:

Friedrich K. M. Böhm (Chairman)

Michael P. Glimcher

Norman L. Traeger

Sharen Jester Turney

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table for 20172020

The following table summarizes the total compensation for the fiscal years ended December 31, 2017, 20162020, 2019 and 20152018 for the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer during the 20172020 fiscal year:

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