UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest event reported): May 10, 2023
| M/I HOMES, INC. | ||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| Ohio | 1-12434 | 31-1210837 | ||||||||||||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
4131 Worth Avenue, Suite 500 Columbus, OH 43219
(Address of principal executive offices) (Zip Code)
(614) 418-8000
(Telephone Number)
| N/A | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Shares, par value $.01 | MHO | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to Vote of Security Holders.
On May 10, 2023, the Company held its Annual Meeting of Shareholders (the “2023 Annual Meeting”). The results of the matters voted on by shareholders at the 2023 Annual Meeting were as follows:
1. The following individuals were elected as directors of the Company to serve until the Company’s 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal:
| Nominee | Votes for | Votes Withheld | Broker Non-Votes | ||||||||
| Phillip G. Creek | 19,705,656 | 2,789,936 | 1,866,106 | ||||||||
| Nancy J. Kramer | 21,809,146 | 686,446 | 1,866,106 | ||||||||
| Bruce A. Soll | 22,405,820 | 89,772 | 1,866,106 | ||||||||
| Norman L. Traeger | 18,074,068 | 4,421,524 | 1,866,106 | ||||||||
2. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 20,059,782 | 2,416,313 | 19,497 | 1,866,106 | ||||||||
3. The shareholders voted on the frequency of future advisory votes on executive compensation.
| Every 1 Year | Every 2 Years | Every 3 Years | Votes Abstained | Broker Non-Votes | ||||||||||
| 21,072,387 | 13,342 | 1,405,967 | 3,896 | 1,866,106 | ||||||||||
Based on the voting results above, the Company has determined that it will include a shareholder vote on the compensation of its Named Executive Officers in its future proxy materials on an annual basis until the next required vote on the frequency of shareholder votes on the compensation of its executives.
4. The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.
| Votes For | Votes Against | Votes Abstained | ||||||
| 23,844,457 | 515,383 | 1,858 | ||||||
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).* | |||||||
*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 10, 2023
M/I Homes, Inc.
| By: | /s/ Ann Marie W. Hunker | ||||
| Ann Marie W. Hunker | |||||
| VP, Chief Accounting Officer and Controller | |||||