mho-20230510


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.)


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))


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).

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. ☐

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


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.

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.


By:			/s/ Ann Marie W. Hunker
			Ann Marie W. Hunker
			VP, Chief Accounting Officer and Controller