3 Easton Oval4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

March 30, 2016April 6, 2023

To Our Shareholders:

The 20162023 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., local time,Eastern Daylight Time, on Tuesday,Wednesday, May 3, 2016,10, 2023. 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.meetnow.global/MPTN7YY 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. Holders of record of our common shares as ofbusiness on March 9, 201616, 2023 are entitled to notice of, and to vote at, the Annual Meeting.

Enclosed is a copy of our 20152022 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2022, a notice of the Annual Meeting and a proxy statementProxy 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 the “General—Attendance and Participation at the Virtual Annual Meeting” section 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 Oval4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 3, 201610, 2023

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

Notice is hereby given that the 20162023 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., local time,Eastern Daylight Time, on Tuesday,Wednesday, May 3, 2016, at the offices of the Company, 3 Easton Oval, Columbus, Ohio,10, 2023, solely by remote communication in a virtual-only format for the following purposes:

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.meetnow.global/MPTN7YY. Only holdersshareholders of record of our common shares at the close of business on March 9, 2016 will be16, 2023 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 attend and participate in the Annual Meeting as a shareholder, you must enter your control number 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.

By Order of the Board of Directors,

J. Thomas Mason, Susan E. Krohne,

Secretary

March 30, 2016April 6, 2023

THE COMPANY’S NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT, FORM OF PROXY AND 20152022 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE ONLINE AT WWW.EDOCUMENTVIEW.COM/MHO.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2016.10, 2023.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 20152022 Annual Report to Shareholders are available online atwww.edocumentview.com/MHO.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. investorrelations@mihomes.com.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

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

TABLE OF CONTENTS

3 Easton Oval4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

PROXY STATEMENT

for the

2016 ANNUAL MEETING OF SHAREHOLDERS2023 Annual Meeting of Shareholders

To Be Held May 3, 201610, 2023

GENERAL INFORMATION

Time, Place and Purposes of Meeting

The 20162023 Annual Meeting of Shareholders of M/I Homes, Inc. (the “Annual Meeting”) will be held on Tuesday,Wednesday, May 3, 201610, 2023 at 9:00 a.m., local time, at our corporate offices at 3 Easton Oval, Columbus, Ohio.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 March 30, 2016April 6, 2023 to holders of the Company’s common shares, par value $.01 per share (the “Common Shares”), as of the close of business on March 9, 201616, 2023 (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 20152022 Annual Report to Shareholders, (the “2015 Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 20152022 (the “2015“2022 Form 10-K”), is being mailedsent together with this Proxy Statement.

Attendance and Participation at the Virtual Annual Meeting

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.meetnow.global/MPTN7YY. 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 follow the instructions for voting and submitting questions available on the meeting website. You can find or obtain your control number as follows:

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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.

Outstanding Shares and Quorum Requirements

There were 24,660,27127,712,250 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 3, 2016.10, 2023. There are no fees or charges associated with voting electronically via the Internet or telephonically, other than fees or charges, if any, that shareholders may pay for access to the Internet and for telephone service. A record holder of Common Shares may also attend the Annual Meeting and vote in person. Beneficial owners of Common Shares held in “street name” by a broker, bank or other nominee may also be eligible to vote their proxies electronically via the Internet or telephonically. Beneficial owners should review the information provided to them by their broker, bank or other nominee. This information will set forth the procedures to be followed in instructing their broker, bank or other nominee how to vote the Common Shares held in “street name” and how to revoke previously given instructions. Beneficial owners who desire to attend the Annual Meeting and vote in person must provide a “legal proxy” from their broker, bank or other nominee in order to vote in person at the Annual Meeting.

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

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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.”

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 3, 2016, will be voted in accordance with the instructions contained therein. If no instructions are given, proxies (excluding broker non-votes), proxies will be voted FOR the election of the director nominees identified in Proposal No. 1, FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), FORfor holding advisory votes on the approvalcompensation of the proposed amendment to the 2009 LTIP and reapproval of the material terms of the performance goals under the 2009 LTIPCompany’s named executive officers every ONE YEAR (Proposal No. 3), FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 20152023 (Proposal No. 4) and at the discretion of the proxy holders on all other matters that may properly be brought before the Annual Meeting or any adjournment thereof.

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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 comprised of nineten directors, divided into three classes with staggered three-year terms.

On August 18, 2022, 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, elected Bruce A. Soll to fill the vacancy created by such increase. Mr. Soll’s term expires at the Annual Meeting. Mr. Soll was recommended to the Nominating and Governance Committee by the Company’s Chief Executive Officer. The Nominating and Governance Committee, after reviewing Mr. Soll’s qualifications and the Board’s then-current needs and determining his independence under the NYSE Rules, recommended that Mr. Soll be appointed to the Board.

A class of threefour 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 threefour nominees receiving the greatest number of votes cast will be elected to serve until the Company’s 20192026 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Withheld votes with respect to any nominee (or all of the nominees) and broker non-votes will be counted for purposes of establishing a quorum, but will have no effect on the election of such nominee(s).

Thomas D. Igoe retired from However, pursuant to the Board on May 5, 2015 after serving on the BoardBoard’s majority voting policy, any nominee for 15 years. In connection with Mr. Igoe’s retirement, the Board reduced thedirector in an uncontested election who receives a greater number of directors that comprise the Board to nine. Joseph A. Alutto, Ph.D., retiredvotes “withheld” from the Board on July 8, 2015 after servinghis or her election than votes “for” his or her election shall tender his or her resignation as a director for 10 years. The Board, upon the recommendation of the Nominating and Governance Committee, appointed Nancy J. Kramer to the Board, effective July 8, 2015, to fill the vacancy created by the retirement of Dr. Alutto. Ms. Kramer’s term expires at the 2017 Annual Meeting of Shareholders. Ms. Kramer was recommended to the Nominating and Governance Committee by Robert H. Schottenstein, the Company’s Chairman, Chief Executive Officer and President. The Nominating and Governance Committee, after reviewing Ms. Kramer’s qualifications and the Board’s then-current needs and determining her independence under NYSE Rules, recommended that Ms. Kramer be appointed to the Board. See “Information Regarding the Board, its Committees and Corporate Governance—Majority Voting Policy” 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

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5

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68

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 at least annually reviews the composition of the Board. 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. The Board and the Nominating and Governance Committee are committed to using refreshment opportunities to consider gender and racially/ethnically diverse director candidates. To reflect and implement our commitment, in February 2021, the Board adopted a policy (which is set forth in the Nominating and Governance Committee Charter) 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 new director nominees are chosen. The Nominating and Governance Committee assesses its effectiveness in achieving Board diversity when reviewing the composition of the Board. As part of its annual review of Board composition, the Nominating and Governance Committee also considers director tenure. The Nominating and Governance Committee recognizes the benefits of directors with longer tenures (including board stability, institutional knowledge and experience with the cyclical nature of the homebuilding industry) as well as the benefits of directors with shorter tenures (fresh perspectives and viewpoints) and seeks to find an appropriate balance.

Beyond the directors’ diverse backgrounds, skills, experience and expertise as described above in their respective biographical summaries, three of our ten directors (three of our eight non-employee directors) are female or racially diverse, two of our ten directors (two of our eight non-employee directors) are female and one of our ten directors (one of our eight non-employee directors) is racially diverse. Additionally, four of our directors have served on the Board for less than ten years, one of our directors has nine members. served on the Board for approximately ten years and five of our directors have served more than 10 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 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

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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 our Regulations. To nominate one or more persons for election as a director at an annual meeting, our 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 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 sixeight of its nineten members (Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer, Bruce A. Soll, 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. Prior to their retirements, the Board determined that each of Joseph A. Alutto, Ph.D., and Thomas D. Igoe qualified as independent under NYSE Rules.

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

During 2015,2022, 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.

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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 include: (1) reviewing and discussing the overall scopeduties of the independent registered public accounting firm’s annual audit plans, including staffing, professional services, audit procedures and fees; (2) reviewing and discussing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements; (3) reviewing and discussing the Company’s quarterly financial statements and annual audited financial statements and related disclosures; (4) discussing the assessments of the adequacy and effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting; (5) discussing the guidelines and policies used by management to govern the process byAudit Committee, which risk assessment and risk management is undertaken, paying particular attention to financial risk exposures; (6) monitoring and reporting to the Board concerning the independence, qualifications and performance of the independent registered public accounting firm; (7) reviewing and pre-approving all audit services and permitted non-audit services to be performed for the Company or its subsidiaries; (8) reviewing the internal auditors’ annual audit plans and reviewing reports concerning the results of internal audits; (9) reviewing and discussing with the internal auditors their assessments of the Company’s risk management processes and system of internal control; (10) establishing procedures for the

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confidential submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; (11) engaging the independent registered public accounting firm; and (12)

Each member of the Audit Committee qualifies as independent and is financially literate under the applicable SEC Rules and NYSE Rules. The Board has determined that the Audit Committee’s Chairman, William H. Carter, qualifies as an audit committee financial expert as defined by applicable SEC Rules. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met nineeight times during 2015.2022. The Audit

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Committee also met nineeight times with the Company’s senior financial management, including the internal auditors, and the Company’s independent registered public accounting firm, and discussed the Company’s interim and fiscal year financial information prior to public release. The Audit Committee’s report relating to the 20152022 fiscal year appears on page 65 of this Proxy Statement.is set forth in “Audit Committee Matters—Audit Committee Report.”

Compensation Committee. The Compensation Committee operates pursuant to a written Compensation Committee Charter adopted by the Board which reflects NYSE Rules relating to compensation committees. The Compensation Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. Each memberprimary purpose of the Compensation Committee qualifies as independent under the applicable NYSE Rules. The Compensation Committee’s primary purpose is to assist the Board in discharging its responsibilities relating to the compensation (cash, equity and otherwise) to be provided to the executive officers and directors of the Company.

The Compensation Committee Chartercharter sets forth the specific responsibilities and duties of the Compensation Committee, which include: (1)

Additionally, in 2021 in connection with our focus on diversity, equity and inclusion (“DEI”), the Board delegated to the Compensation Committee responsibility for periodically reviewing the Company’s executive compensation philosophy, objectivesprograms, policies, practices and policies; (2) reviewing, approvingstrategies concerning human capital management and determining the amount and form of compensation for the executive officers; (3) reviewing and making recommendations to the Board regarding the amount and form of non-employee director compensation; (4) developing and administering plans to qualify the compensation paid to the executive officers for tax deductibility to the extent feasible; (5) reviewing and making recommendations to the Board concerning and administering the Company’s cash incentive and equity-based compensation plans; (6) reviewing and discussing with the Board the Company’s organizational structure and plans for management succession; (7) reviewing and discussing with management the Compensation Discussion and Analysis section of the proxy statement and recommending to the Board whether to include such Compensation Discussion and Analysis section in the proxy statement; and (8) preparing a report on executive officer compensation for inclusion in the proxy statement. TheDEI.

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.functions. 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 five times during 2015.2022. The Compensation Committee’s report relating to the 20152022 fiscal year appears on page 51 of this Proxy Statement.is set forth in “Compensation Committee Report.” See “Compensation Discussion and Analysis” beginning on page 35 of this Proxy Statement for more information concerning the activities of the Compensation Committee with respect to the 20152022 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 20152022 executive compensation program.

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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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NYSE Rules relating to nominating committees. The Nominating and Governance Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee’s primary responsibility is to assist the Board on the broad range of issues surrounding the composition and operation of the Board, including: (1) identifying individuals qualified to become directors; (2) recommending toBoard.

The Nominating and Governance Committee charter sets forth the Board director nominees for the next annual meetingspecific responsibilities and duties of shareholders; and (3) developing and recommending to the Board a set of corporate governance principles. In addition, the Nominating and Governance Committee, recommends to the Board committee selections and oversees the evaluation of the Board. which include:

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 2015.2022.

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 2015,2022, the Executive Committee did not hold any formal meetings; however,meetings.

During 2022, the committee approvedBoard held four actions by unanimous written consent.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) except for Mr. Böhm.

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, any nominee for director 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 AuditBoard promptly following the certification of the election results. The Nominating and Governance Committee is responsible for reviewingwill consider each resignation tendered under the policy and approving (or ratifying) all Related Person Transactions. In carrying out its responsibilities,recommend to the Audit Committee considers all relevant factsBoard whether to accept or reject the resignation. The Board will act on each tendered resignation, taking into account the Nominating and circumstances relating to a Related Person Transaction and either approves (or ratifies) or disapprovesGovernance Committee’s recommendation, within 90 days following the Related Person Transaction. Whilecertification of the relevant facts and circumstances vary depending on the transaction, they generally include:

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election results. The Nominating and Governance Committee in making its recommendation, and the benefitsBoard in making its decision, may consider any factors or other information that they deem relevant or appropriate. The Board will promptly publicly disclose its decision whether to accept or reject such tendered resignation and, if rejected, the Company ofreasons for rejecting the transaction;

The Lead Independent Director and the Board to assure there is sufficient time for discussion of all agenda items;

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.interest, and risk related to ESG matters.

NominationESG Practices

During 2022, our ESG working group (which we formed in 2020 and is comprised of Directors

As described above,certain members of our leadership team and other members from a cross section of the Company has a standing NominatingCompany) continued to focus on advancing our ESG practices and reporting. Among other things, the ESG working group continued to evaluate the impact of our business on the environment and how our actions contribute to environmentally responsible sustainability (including through green space preservation, redevelopment and infill activities and incorporation of energy efficient technology and building standards), the risks to our business from climate change, our human capital management policies and practices (including our DEI and employee engagement and safety initiatives), our community engagement and our corporate governance practices. In 2022, we also published our third annual Environmental, Social and Governance Committee that is responsibleReport which provides detailed information regarding our ESG policies, initiatives and strategies and includes certain quantifiable performance indicators for providing oversight2021. These performance indicators were based on the broad range of issues surrounding the compositionSustainability Accounting Standards Board industry-specific standards and operationapplicable aspects of the Board, including identifying candidates qualified to become directors and recommending director nominees toGlobal Reporting Initiative standards. We believe the Board.

When considering candidates for the Board, the NominatingEnvironmental, Social and Governance Committee evaluatesReport demonstrates our commitment to integrate sustainable values into our company and business. A copy of the entirety of each candidate’s credentials and does not have any specific eligibility requirements or minimum qualifications that must be met by a NominatingEnvironmental, Social and Governance Committee-recommended nominee. The NominatingReport is available on our website at www.mihomes.com under the “Investors” heading. Information on our website, including the Environmental, Social and Governance Committee considers those factors it deems appropriate, including judgment, skill, independence, diversity, strengthReport, is not incorporated by reference in or otherwise considered a part of character, experiencethis Proxy Statement.

Executive Sessions

In accordance with businessesour Corporate Governance Guidelines and organizations comparable in sizethe NYSE Rules, our independent directors meet without management or scope, experiencethe inside directors at every regularly scheduled Board meeting and at such other times as anour Lead Independent Director or a majority of our independent directors deem necessary or appropriate. 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 2022, 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 not assign a specific weight to particular factors and, depending upon the current needs of the Board may weigh certain factors more or less heavily. The Nominating and Governance Committee does, however, believe that all membersits committees meet immediately following each annual meeting of shareholders. All of our then-current directors attended the 2022 Annual Meeting of Shareholders except for Mr. Böhm.

Communications with the Board shouldof Directors

The Board believes it is important for shareholders and other interested parties to have a process by which to communicate with the highest characterBoard. Accordingly, shareholders and integrity, a reputation for working constructivelyother interested parties who wish to communicate with others, sufficient time to devote to Board matters and no conflict of interest that would materially interfere with performance as a director.

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

Shareholdersindependent directors) may recommend director candidates for considerationdo so by the Nominating and Governance Committee by giving written notice of the recommendationsending a letter to M/I Homes, Inc., 3 Easton Oval,4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary. The recommendationmailing envelope must includecontain a clear notation indicating that the candidate’s name, age, business address, residence address and principal occupationenclosed letter is a “Shareholder/Interested Party-Board Communication” or employment, as well“Shareholder/Interested Party-Director Communication.” All such letters must identify the author as a descriptionshareholder or other interested party (indicating such interest) and clearly state whether the intended recipients are all members of the candidate’s qualifications, attributesBoard or certain specified directors. The Secretary will circulate such letters to the entire Board or the specified directors, as appropriate.

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Code of Business Conduct and Ethics

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 comply with our Code of Business Conduct and Ethics, which meets the applicable SEC Rules and NYSE Rules. The Code of Business Conduct and Ethics is available on the Company’s website at www.mihomes.com under the “Investors” heading or by writing to M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics by posting such information on our website.

Review, Approval or Ratification of Related Person Transactions

All Related Person Transactions (as defined below) are subject to our written Related Person Transaction Policy. Under this policy, the Audit Committee is responsible for reviewing and approving (or ratifying) all Related Person Transactions.

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“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 2022 and the year-to-date period in 2023, all Related Person Transactions were approved in accordance with our Related Person Transaction Policy. In March 2022, the Company sold a home to Susan E. Krohne (an executive officer of the Company) for $830,000. In January 2023, the Company entered into a home purchase agreement with Joshua Schottenstein, the son of Robert H. Schottenstein (a director and executive officer of the Company), for the purchase of a home from the candidate consenting to serve as a director, if so nominated and elected, must accompany any such recommendation.

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

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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 a the following non-binding advisory resolution on the compensation of our executive officers identified in the Summary Compensation Table on page 52 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 and Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking our shareholders to vote “FOR” the following resolution::

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

We are committed to responsibleThe “Compensation Discussion and Analysis” describes our executive compensation practices. Throughphilosophy and objectives, our Named Executive Officers’ 2022 compensation and how and why the Compensation Committee determined the 2022 compensation. As described in the “Compensation Discussion and Analysis,” through a balanced 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- and long-term(d) reward performance. OurWe are committed to a pay-for-performance philosophy. As a result, the Compensation Committee generally designs our annual executive compensation program is intended to be competitive with our Peer Group (as defined on page 39 of this Proxy Statement) while concentratingso that a significant majority of each Named Executive Officer’s potential total compensation inis at risk or variable compensation that isand dependent upon our achievement of measurable performance goals and/or long-term appreciation in the price of our Common Shares.

During the three-year period from 2012 through 2014 following the severe recession that the homebuilding industry experienced, we significantly improved our financial and operating performance. In 2015, we remained focused on continuing this positive momentum and continuing to grow our profitability as well as positioning the Company for long-term success. Our principal company goals were to increase the number of homes delivered, increase the number of new communities opened, improve our customer service scores and increase our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”). The “Compensation Discussion and Analysis” beginning on page 35 of this Proxy Statement describes in detail our executive compensation program and the decisions made by the Compensation Committee in 2015. We urge shareholders to read the “Compensation Discussion and Analysis” as well as the Summary Compensation Table and other related compensation tables on pages 52—61 of this Proxy Statement.tables.

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

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In 2015, we increased our Adjusted Pre-Tax Income by 34%, and each Named Executive Officer received a cash performance bonus that represented 66% of his maximum annual performance bonus opportunity (and a 14% decrease from his 2014 annual cash performance bonus).

In addition to continuing to grow our profitability in 2015, we improved our operational and financial performance on a number of other key fronts, including increasing our revenue by 17%, homes delivered by 4% (to the highest amount in nine years), new contracts by 12%, community count by 17% and shareholders’ equity by 10%, finishing the year with backlog units and sales value that were 25% and 34% greater than a year earlier, respectively, and improving our operating margin by 110 basis points to 7.9%.

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 broker non-votes will be counted for purposes of establishing a quorum and will have the same effect as a vote against this proposal.

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

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Proposal No. 3

APPROVALADVISORY VOTE ON THE FREQUENCY OF AMENDMENT TO THE M/I HOMES, INC. 2009 LONG-TERM INCENTIVE PLAN AND REAPPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALSADVISORY VOTES ON EXECUTIVE COMPENSATION

On February 16, 2016, the Board unanimously adopted, subjectThe Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to approval bysubmit a non-binding, advisory resolution to our shareholders an amendment (the “Amendment”)at least once every six years to the 2009 LTIP to (1) increase the number of Common Shares available for issuance under the 2009 LTIP and (2) add a limitdetermine whether advisory votes on the aggregate valuecompensation of equity-based awards that may be granted to our non-employee directors under the 2009 LTIP during any fiscal year. In thisNamed Executive Officers (such as Proposal No. 3,2 above) should be held every one, two or three years. In satisfaction of that requirement, we are asking our shareholders to approve the 2009 LTIP, as proposed to be amended by the Amendment, and reapprove the material terms of the performance goals for performance-based awards (“Performance-Based Awards”) under the 2009 LTIP for purposes of compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (“Section 162(m)”).

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

The Proposed Amendmentfollowing resolution:

The proposed Amendment makes two changes to the 2009 LTIP.

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

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

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

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

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

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

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

Establishing an Annual Limit on Awards to Non-Employee Directors. We are proposing to add a provision to the 2009 LTIP that limits the aggregate value of equity-based awards that may be granted annually to our non-employee directors. Pursuant to the Amendment, the aggregate number of Common Sharesvote with respect to which awards maythe compensation of the Company’s Named Executive Officers, as disclosed in our proxy statement pursuant to the compensation disclosure rules of the SEC, should be granted underpresented every one, two or three years, as reflected by the 2009 LTIP to a non-employee director during any fiscal year shall not exceedvotes cast for each of these alternatives in connection with this resolution.

After careful consideration, the Board has determined that number of Common Shares having a fair market valuean advisory vote on the date of grant equal to $350,000. The 2009 LTIP, as currently in effect, does not include any such limit. We believe that the addition of this director equity compensation limit is a developing best practice and reflects our commitment to good corporate governance. For more information concerning the compensation of our non-employee directors, see “Compensation of Directors”Named Executive Officers that occurs every year is the most appropriate alternative for us. Therefore, the Board recommends that you vote for holding an advisory vote on page 62 of this Proxy Statement.

Section 162(m) Reapproval

executive compensation every one year. In connection withmaking its determination, the approval of the 2009 LTIP, as proposed to be amended by the Amendment, we are also askingBoard considered that an annual advisory vote will allow our shareholders to reapproveprovide us every year with their views on our executive compensation philosophy, policies and practices as disclosed in our proxy statement and will foster more useful communication with our shareholders by providing them with a clear and timely means to express any concerns and questions regarding our executive compensation program.

In voting on this resolution, you should mark your proxy for everyone, two or three years based on your preference as to the material termsfrequency with which an advisory vote on the compensation of our Named Executive Officers should be held. If you have no preference, you may abstain from voting. Although this vote is advisory and non-binding, the Company and the Board value the opinions of our shareholders and will consider the outcome of this vote when determining the frequency of future advisory votes on executive compensation.

The option of one, two or three years that receives a plurality of the performance goals for Performance-Based Awards set forth in the 2009 LTIP. This reapproval will provide us with the continued flexibility to grant awards under the 2009 LTIP that qualify as “performance-based” compensation under Section 162(m). Section 162(m) generally provides that a company is prohibited from deducting compensation paid to certain “covered

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

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

Corporate Governance Practices

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

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

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

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

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

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

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

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

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

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

Summary of the 2009 LTIP as Proposed to be Amended

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

Available Common Shares

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

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

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

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

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

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

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

Administration

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

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

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

Eligibility

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

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Types of Awards

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

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

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

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

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

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

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

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

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

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

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

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

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

Termination of Employment or Service

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

Change in Control

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

Transferability

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

No Rights as a Shareholder

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

Repricing

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

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Effective Date and Term

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

Amendment or Termination

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

U.S. Federal Income Tax Consequences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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New Plan Benefits

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

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

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

Vote Required

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

Your Board of Directors unanimously recommends a voteFOR for holding advisory votes on the approvalcompensation of the 2009 LTIP, as proposed to be amended by the Amendment, and reapproval of the material terms of the performance goals thereunder.

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Proposal No. 4

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2023. Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for the 20152022 fiscal year. Although action by theour shareholders in this matter is not required the Audit Committee believes thatwith respect to this matter, we are seeking shareholder ratification of itsthe appointment of Deloitte & Touche LLP is appropriate because ofas the Company’s independent registered public accounting firm’s role in reviewingfirm for the quality and integrityfiscal year ending December 31, 2023 as a matter of the Company’s internal control over financial reporting.good corporate governance. A representative of Deloitte & Touche LLP will be present at the Annual Meeting. The representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

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

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

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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.Susan E. Krohne. 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.” The following table sets forth biographical information with respect to Ms. Krohne and certain key employees of the Company:

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PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 9, 2016,16, 2023, 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 (“CD&A”) describes our executive compensation philosophy objectives and policies. The CD&A focuses onobjectives, our Named Executive Officers’ 2022 compensation for 2015 and how and why the Compensation Committee (the “Committee”) determined that compensation. The CD&A also provides contextOur Named Executive Officers for the data we present in the executive compensation tables2022 are:

Executive Summary

Compensation Objectives. Through a balanced 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 (d) reward performance.

2022 Goals. In 2021, we achieved record results on numerous fronts, including pre-tax income, homes delivered, revenue and shareholders’ equity. As we entered 2022, our principal goals for the year were to (1) increase our (a) profitability (as measured by our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”)) and (b) homes delivered, (2) manage our headcount, land spend and leverage ratio, (3) maintain our high customer service, quality and home readiness scores and (4) rewarding short- and long-term performance.continue to focus on DEI as a key initiative across our company. A description of the calculation of Adjusted Pre-Tax Income for 2022 is set forth in “—Annual Cash Performance Bonus.”

2015 Performance2022 Executive Compensation Program. During the three-year period fromFor each year since 2012, through 2014, we significantly improved our principal financial and operating performance. In 2015, we remained focused on continuing this positive momentum and continuinggoal has been to growincrease our profitability (as measured by Adjusted Pre-Tax Income), we have designed our executive compensation program in a manner intended to achieve this goal and improve our returns, as well as positioning the Company for long-term success. Our principal company goals were to increase the number of homes delivered, increase the number of new communities opened, improve our customer service scores and increase our Adjusted Pre-Tax Income.

We believe we delivered on these goals. Our Adjusted Pre-Tax Income for 2015 was $98.4 million, an increase of $25.2 million, or 34%, from 2014. We delivered 3,883 homes in 2015, our highest level in nine years and a 4% increase over 2014. We opened 62 new communities in 2015 andhave increased our active community count by 17%. We also improvedprofitability in each year. Based on this success and our homebuyer satisfaction ratings scorescontinued focus on increasing our profitability in 20152022, the Committee designed our 2022 executive compensation program in a manner substantially similar to 93% onour 2021 program with the 30-day survey and 86% on the six-month survey, increases of 4% and 2%, respectively, from 2014. At the same time, we improved our financial and operating performance on a number of other key fronts in 2015, including:primary changes noted below:

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2022 Performance. While we experienced labor and material shortages, cost increases and longer build times and the homebuilding industry and general economy faced continued uncertainty in 2022, we again achieved record results on numerous fronts. Highlights of our 2022 performance include:

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2015 Executive Compensation Program. Given our focus on continuing the positive momentum that we generated in 2014 and continuing to grow our profitability, the Committee designed our 2015 executive compensation program in a substantially similar manner to our 2014 program. As such, each Named Executive Officer received a base salary, an annual cash performance bonus award (based on our Adjusted Pre-Tax Income) and long-term equity-based compensationBeginning in the formsecond half of service-based stock options2022, many of our markets began to experience a slowdown in homebuilding demand as a result of the uncertain macroeconomic conditions in the broader U.S. economy particularly the unprecedented increase in mortgage interest rates and PSU’s. The Named Executive Officers’ base salarieshistorically high inflation, which negatively impacted affordability and mortgage availability. We began to adjust sales prices and provide sales incentives in 2015 remained at their 2014 levels, and they receivedmost of our markets during the same levelfourth quarter of stock options and approximately the same level of PSU’s in 20152022 as they received in 2014.

Consistent with the previous three years, the Committee selected Adjusted Pre-Tax Incomewell as the performance goal for the annual cash performance bonus. The Committee believes the Adjusted Pre-Tax Income performance goal effectively focuses our executives in a balanced manner on revenue generation, margin expansion and cost control—offer financing incentives, all of which underpin profitability. In an efforthad a negative impact on our revenues, gross margins and income in the fourth quarter of 2022 compared to drive continued improvement inwhat we have experienced over the past two years. Further, our financial performance, the Committee designed the annual cash performance bonus in a leveraged manner. Consequently, for each Named Executive Officer to earn approximately the same percentage of his maximum annual performance bonus opportunity in 2015 as he earned in 2014 (78%), we needed to increase our Adjusted Pre-Tax Income by 60% in 2015. We increased our Adjusted Pre-Tax Income by 34% in 2015, and Robert H. Schottenstein, Phillip G. Creek and J. Thomas Mason received cash performance bonuses of $2,091,600, $996,000 and $597,600, respectively (in each case, 66% of his maximum annual performance bonus opportunity and a 14% decrease from his 2014 annual cash performance bonus).

Pay-for-performance is a key componentDEI committee (which includes certain members of our executive compensation philosophy. As a result, a significant majorityteam and senior leaders from throughout the Company) continued to focus on establishing and communicating the guiding principles of each Named Executive Officer’s compensation is at risk or variableour DEI program as well as developing strategies to advance these principles, including training programs 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 2015 total compensation that was performance-based:recruiting practices.

2015 TOTAL COMPENSATION

(from Summary Compensation Table on Page 52)

20152022 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 96% support from our shareholders.

At our 20152022 Annual Meeting of Shareholders, our shareholders approved the compensation of our Named Executive Officers, with 98%approximately 92% of the votes cast in favor of our “say-on-pay”“say-on-pay” resolution.

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The Committee views this strong level of supportour 2022 (as well as our historical) “say-on-pay” results as an affirmation of our executive pay practices. The Committee considered the results of the 2015 “say-on-pay”2022 “say-on-pay” vote inas part of its evaluation2023 review of our executive compensation program and, in lightbased on the level of the overwhelmingshareholder support, our shareholders expressed last year, it did not make any changes to our 2023 executive compensation program as a result of the 2015 “say-on-pay”2022 vote.

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Compensation Philosophy and Objectives

We design our executive compensation program to promote the following philosophy and objectives:

The Committee believes that the structure2022 TOTAL COMPENSATION

(from Summary Compensation Table)

Compensation Best Practices

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

In addition, when setting the compensation for our Named Executive Officers, the Committee recognizes that our executives have considerable tenure with us and experience in both up and down cycles in the homebuilding industry. Given the cyclical nature of our business, the Committee believes that this continuity of management and experience provides significant value to us and our shareholders.

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Role of Executive Officers

Consistent with past practice, in 2015,At the Committee requested thatCommittee’s request, our Chief Executive Officer, with the assistance of other members of senior management, makemade initial recommendations to the Committee regarding the 20152022 executive compensation program. Thereafter, inAlso at the course of setting 2015 executive compensation, the Committee from time to time solicited further input from the Chief Executive Officer and such other members of management. At theCommittee’s request, of the Committee, the Chief Executive Officer and certain of such other members of management attended and participated in the Committee meetings.meetings related to the 2022 executive compensation program. The Committee believessought this input is valuable because of the Chief Executive Officer’s close working relationship with the other Named Executive Officers and management’s comprehensive knowledge ofto ensure that its decisions aligned with our business, operations and financial and strategic goals. TheWhile the Committee however,considers this input, it has solethe exclusive authority to determine all elements of executive compensation and makes all final determinations regarding the Named Executive Officers’ compensation.decisions.

Role of Independent Compensation Consultant and Consultant Independence

The Committee retainedengaged Pearl Meyer to serve as its independent compensation consultant for 2015.in 2022. Pearl Meyer’s engagement focused on:on reviewing: (1) reviewing our executive compensation program as a whole,

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each principal component, the mix of compensation and the competitiveness of such compensation relative to our Peer Group; (2) the dilution and overhang of our equity grants; and (3) our non-employee director compensation program as a whole, each principal component and the mixcompetitiveness of compensation; (2) analyzing competitive pay data, including comparing (a) our Named Executive Officers’such compensation (total compensation, total annual cash compensation, each principal component and the mix of compensation) to the compensation of similarly-positioned executives within 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 on one- and three-year revenue growth and total shareholder return; and (4) advising the Committee on executive compensation trends and developments.Group. At the Committee’s request, of the Committee, Pearl Meyer attended certain Committee meetings relating to the 2015 executive compensation program and discussed with management the recommendations that management planned to make to the Committee regarding 20152022 compensation. Additionally,

In August 2022, the Committee engaged Willis Towers Watson US LLC (“WTW”) to serve as its independent compensation consultant. WTW’s engagement in the fourth quarter of 2015,2022 focused on peer group analysis, leadership compensation review, annual cash performance bonus structure and benchmarking.

During 2022, neither Pearl Meyer began working with the Committee on the proposed amendment to our 2009 LTIP which is the subject of Proposal No. 3.

During 2015, we did not engage Pearl Meyer fornor WTW provided any services to the Company beyond itstheir respective support of the Committee. The Committee requested and received a statement fromassessed the independence of Pearl Meyer detailing its qualifications of independence and based on such statementWTW and other factors, the Committee determinedconcluded that engaging Pearl Meyertheir respective work for us did not raise any conflict of interest.

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Setting Executive Compensation

DuringIn the first quarter of each year, the Committee evaluates the Named Executive Officers’executive officers’ performance, determines whether they will receivewe achieved the performance goals applicable to their annual cash performance bonuses for the prior year based on ourand determines whether the PSUs for the recently completed three-year performance andperiod vested. In the first quarter, the Committee also establishes the executive compensation program for the current year.

In connection withDuring the course of establishing the Named Executive Officers’ 20152022 executive compensation program, the Committee reviewed:

2018 LTIP;

The Committee did not assign a specific weightweighting to any of these factors.

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Stock Options. In February 2022, the factors. Additionally, in ultimately determiningCommittee awarded Mr. Schottenstein, Mr. Creek and Ms. Krohne options to awardpurchase 120,000, 65,000 and 15,000 Common Shares, respectively. These awards represented increases of 20,000, 10,000 and 2,500 options for Messrs. Schottenstein and Creek and Ms. Krohne, respectively. In each case, the Named Executive OfficersCommittee increased the same levelnumber of options and approximately the same level of PSU’s in 2015 as in 2014, the Committee noted that the PSU’s were a relatively new component of equity-based compensation having been added to the Named Executive Officers’ compensation in 2014. At that time, the Committee added the PSU’s for several reasons, including because the aggregate value ofbased on the long-term equity compensation awarded to our Named Executive Officers rankedof similarly-situated executives in the bottom quartile of our Peer Group. The Committee believed that maintaininglast increased the PSU’s (together with the options) at their 2014 levels continuednumber of options annually awarded to address this competitive disconnect with the Named Executive Officers’ compensation remaining fair and reasonable.

Stock Options. In February 2015, the Committee awarded Messrs. Schottenstein and Creek in 2020 and Mason stock2013, respectively. All of the options to purchase 82,500, 55,000 and 27,500 Common Shares, respectively, with aggregate grant date fair values of $913,275, 608,850 and $304,425, respectively. These awards represented the same number of

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service-based stock options that the Named Executive Officers receivedawarded in 2014 and 2013. Consistent with past stock option awards, the 2015 options2022 vest and become exercisable in 20% increments on December 31, 2015, 2016, 2017, 2018 and 2019,the first five anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances), and expire ten years after the date of grant.

Because stock options have value only if the price of our Common Shares increases, the Committee believes that theyoptions are inherently tied to our performance and shareholder return and thereby align the interests of our Named Executive Officers and our shareholders. The Committee further believes that the five-year vesting schedule encouragesfocuses our Named Executive Officers to focus on our long-term performance, is consistent with the nature of the homebuilding 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 or her employment) and is consistent with the nature of the homebuilding business (i.e., the business requires a relatively long-term time horizon before a financial benefit is realized).

PSU’s.PSUs. In February 2015,2022, the Committee awarded Messrs. Schottenstein and Creek 21,012 and Mason 28,195, 18,796 and 9,39812,607 target number of PSU’s,PSUs, respectively, with anthe underlying Common Shares having a respective aggregate market value on the grant date fair value of $586,682, $391,108approximately $1,000,000 and $195,555, respectively.$600,000 (the “2022-2024 PSUs”). In each case, this aggregate grant date fairmarket value representedwas approximately the same amount as the aggregate grant date fairmarket value of the Common Shares underlying the target number of PSU’sPSUs awarded to such Named Executive Officer in 2014. 2021. The Committee last increased the aggregate grant date market value of the Common Shares underlying the target number of PSUs annually awarded to Messrs. Schottenstein and Creek in 2020. The Committee determined to only award PSUs to executive officers at the Executive Vice President level and above in 2022.

The actual number of PSU’s2022-2024 PSUs that will vest and be earned (if any) by each applicable Named Executive Officer will be based (1) 80% on our cumulative annual Adjusted Pre-Tax Income (the “Adjusted “2022-2024 Adjusted Pre-Tax Income Performance Goal”) over the three-year performance period fromcommencing on January 1, 2015 through2022 and ending on December 31, 20172024 (the “Performance“2022-2024 Performance Period”) and (2) 20% on our relative total shareholder return compared to our Peer Group (the “Relative“2022-2024 Relative TSR Performance Goal”) over the 2022-2024 Performance Period, and on continued employment.employment (except in certain circumstances). For each performance goal, the Committee established threshold, target and maximum performance levels and the PSU’s2022-2024 PSUs will vest, if at all, after completion of the 2022-2024 Performance Period, based upon our actual level of satisfactionachievement of such performance goal, at the following percentage levels of the target number of PSU’s2022-2024 PSUs allocated to such performance goal:

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Additionally, the applicable Named Executive Officer must remain employed by us through the end of the 2022-2024 Performance Period for the PSU’s2022-2024 PSUs to vest and be earned, except in the case of termination due to death, disability or retirement or involuntary termination without cause by us. Any vested PSU’s2022-2024 PSUs will be settled on a one-for-one basis in whole Common Shares. Any PSU’s2022-2024 PSUs that do not vest will be forfeited. The PSU’s2022-2024 PSUs have no dividend or voting rights.

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

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performance bonus program. In particular, the Committee noted that the Adjusted Pre-Tax Incomebecause this metric (1) wasis a key metric in our internal, long-term financial and strategic plan, (2) directly focused the Named Executive Officers on our goal of continuing our positive momentum and growth in profitability, (3) providedprovides a balanced approach to incentivizingfocusing our executives on achieving our long-term objectives and maximizing performance and (4) was(3) is consistent with the long-term incentive plan practices of our Peer Group (nearly all of the companies in our Peer Group.

Group use some measure of profitability in their long-term incentive plan with the pre-tax income metric being the most common). The Committee setsubjectively established the threshold, target and maximum performance levels for the Adjusted Pre-Tax Income Performance Goal based onafter considering our projections and strategic plan for the 2022-2024 Performance Period and current and expected homebuilding industry conditions and our expectations regarding homebuilding industry conditions over the Performance Period. general economic conditions.

The Committee intended for the target level to approximateapproximates our projected cumulative annual Adjusted Pre-Tax Income for the 2022-2024 Performance Period and set the threshold and maximum levels at 85% and 115% of the target level, respectively. The target levelPeriod. It was designed to be reasonably achievable and provide a meaningful opportunity for reward with strong management performance that is consistent with our expectations but requires our average annual Adjusted Pre-Tax Income for the 2022-2024 Performance Period to materially exceed our 20142021 Adjusted Pre-Tax Income ($73.2516.3 million). The maximum performance level was set at approximately 104% of the target level and was designed to requireincentivize and reward superior performance that materially exceeds our expectations and be challenging (but not impossible) to achieve.expectations. The threshold performance level was set at approximately 70% of the target level and was designed to mitigate the incentive for the Named Executive Officersexecutives to take unnecessary risks to achieve the target performance level by providing a reasonable vesting opportunity if our average annual Adjusted Pre-Tax Income for the Performance Periodperformance falls short of the target level but still significantly exceeds our 2014 Adjusted Pre-Tax Income.meets a threshold level. Similar to the annual cash performance bonus program, the Committee was mindful, at the time it was establishing the terms of the 2022-2024 PSUs, that 2021 was an extraordinary year for us (with record results) and the homebuilding industry that may not be representative of future years particularly given the significant uncertainty for 2022 with respect to the homebuilding industry and the general economy (the extent of which was difficult to predict).

In selecting the Relative TSR Performance GoalThe Committee selected relative total shareholder return as the secondary performance goal (weighted 20%), the Committee considered that because this metric (1) provides an external performance perspective,further aligns the interests of our executives and our shareholders, (2) assesses performance relative to our Peer Group and thereby balances the emphasis on a relative basisCompany-based performance measures and (3) helps rewardis consistent with the Named Executive Officers for decisions that cannot be fully capturedlong-term incentive plan practices of our Peer Group (the majority of the companies in financial metrics measured over a finite period.our Peer Group use the relative total shareholder return metric in their long-term incentive plan). Relative total shareholder return will be calculated based on changes in the market price of our Common Shares (plus dividends paid on the Common Shares (if any)) over the 2022-2024 Performance Period compared againstto each company in our Peer Group. Subject to Section 162(m)Consistent with past practice, the Committee set the threshold, target and maximum performance levels at the 25th, 50th and 75th percentiles of the Code,Peer Group, respectively.

Results/Payment for 2020-2022 PSUs. As described in our 2020 Proxy Statement, in February 2020, the Committee hasawarded Messrs. Schottenstein and Creek 23,679 and 14,207 target number of PSUs, respectively (the “2020-2022 PSUs”). Pursuant to the authority2020-2022 PSUs, each such Named Executive Officer was entitled to make certain changesa grant of our Common Shares ranging from 0% to 150% of his target number of 2020-2022 PSUs based (1) 80% on our cumulative annual Adjusted Pre-Tax Income over the three-year performance period commencing on January 1, 2020 and ending on December 31, 2022 (the “2020-2022 Performance Period”) and (2) 20% on our relative total shareholder return compared to our 2020-2022 PSU Peer Group over the 2020-2022 Performance Period, to account for material changes inand on continued employment (except as discussed below).

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At the businesstime of anygrant of the Peer Group companies.

Under the Relative TSR Performance Goal,2020-2022 PSUs, the Committee set established threshold, target and maximum performance levels for each performance goal and the 2020-2022 PSUs vested after the completion of the 2020-2022 Performance Period based upon our actual level of achievement of such performance goal, at the following percentage levels of the target number of 2020-2022 PSUs allocated to such performance goal:

The following table sets forth the threshold, performance level at the 25th percentile of the Peer Group, (2) the target performance level at the 50th percentile of the Peer Group and (3) the maximum performance level atlevels for each performance goal for the 75th percentile2020-2022 PSUs and our actual results with respect to such goals:

2020-2022 PSU Award Results

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For the 2020-2022 Performance Period, (1) we achieved cumulative annual Adjusted Pre-Tax Income of the Peer Group. The Committee selected these performance levels based upon input from Pearl Meyer$1,478 million and market practices for a(2) our relative total shareholder return performance metric.

Givenranked in the PSU’s three-year Performance Period and the cyclical nature21st percentile of the homebuilding industry,2020-2022 Peer Group. Based on these results, the Committee recognizes that setting certaincertified a vesting level of the120% of Messrs. Schottenstein’s and Creek’s respective target performance levels is subjectnumber of 2020-2022 PSUs and approved grants of 28,414 and 17,048 Common Shares to inherent uncertainty. The Committee presently intends to annually award PSU’s subject to a three-year performance period to the Named Executive OfficersMessrs. Schottenstein and believes that the resulting overlapping performance periods will provide the Committee with the flexibility to appropriately reflect the conditions in the homebuilding industry at the time the targets are set. Because we first granted PSU’s in 2014 and all outstanding PSU’s are subject to a three-year performance period, no PSU’s have vested as of the date of this Proxy Statement.Creek, respectively.

Equity Grant Practices. The Committee grants all equity-based awards (including awards to our non-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 PSU’sPSUs at its first regularly scheduled Committee meeting of the year (typically in February). Our Board generally establishes the date of this meeting many months in advance, and the meeting follows our release of earnings for the prior year. We do not have any program, plan or practice to time the grant of equity-based awards with the release of material non-public information. All stock options are awarded at the closing price of our Common Shares on the NYSE on the date of grant (i.e., the date the Committee approves the grant).

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Benefits and Perquisites

Employee Benefits. We provide all of our employees, includingIn 2022, we provided our Named Executive Officers with the opportunityfollowing benefits and perquisites (in addition to save for retirement through our defined contribution 401(k) Profit Sharing Plan (the “401(k) Plan”)those received by all employees generally). We have also historically elected to make an annual profit sharing contribution to the 401(k) Plan on behalf of all employees. The 401(k) Plan limits the amount of a participant’s annual compensation that is eligible for profit sharing to $50,000. For 2015, the Company contribution made on behalf of each Named Executive Officer was $1,739. Our 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 Messrs. Schottenstein and Creek 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. Messrs. Schottenstein and Creek were assessed income for all personal use of the plane in 2022 in accordance with the applicable Internal Revenue Service regulations. The amount shown in the 401(k) Plan onSummary Compensation Table represents the incremental cost to the Company for their personal use of the plane. In addition, in 2022, we paid certain moving and relocation related expenses that Ms. Krohne incurred in connection with her relocation to Columbus, Ohio.

Since 1997, we have also maintained (on the same terms as our other employees.

In an effort to maintain a healthy workforce, we provide all employees, including our Named Executive Officers, with the opportunity to participate in various health and welfare benefit programs, including medical, dental, vision, life and short-term disability insurance. We share the cost of these programs with our employees and provide benefits at competitive market levels to help attract and retain employees. Our Named Executive Officers participate in these programs on the same terms as our other employees.

We also maintainwithout any material modification) a $1.0 million supplemental split-dollar life insurance policy for Mr. Creek. Under this arrangement, we have an obligation to pay a portion of the premium and he has an obligation to pay the balance of the premium.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. 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 2015, we did not provide our Named Executive Officers with any material perquisites, except that all Named Executive Officers, along with certain other members of management, received a monthly automobile allowance. The amount of the allowance is based on position. The Committee believes this limited perquisite is reasonable and consistent with competitive market practices.

Payments in Connection with Termination of Employment or Change in Control

We do not have employment or severance agreements with any of our Named Executive Officers, other than the change in control agreements described below (the “Change in Control“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,the CIC Agreements, align executive and shareholder interests by enabling the Named Executive Officersapplicable executives to pursue corporate transactionsbusiness alternatives that maximize shareholder value without a concern for job security.

Change in Control

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CIC Agreements. We are a party to a Change in ControlCIC Agreement with each Named Executive Officer.of Messrs. Schottenstein and Creek. 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 usexecutive or until we mutually agree to terminate his CIC Agreement.

As previously reported, we entered into the CIC Agreements in 2008 with each of our then executive officers (including Messrs. Schottenstein and Creek). The Committee, at that time, 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 and incentivizeensure the Named Executive Officers to continue focusing on ourexecutive officers pursue business in the event ofalternatives that maximize shareholder value without a potential change in control transaction;concern for job security; (2) focus the Named Executive Officersexecutive officers on leading our business through the then ongoing, severe recession in the homebuilding industry; (3) ensure the Named Executive Officers pursue

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business alternatives that maximize shareholder value without a concern for job security; and (4)(3) ensure our compensation practices remained competitive. In connection with Ms. Krohne’s hiring in 2021, the Committee elected not to enter into a CIC Agreement with Ms. Krohne.

Because the Change in ControlThe CIC Agreements are intended to provide the Named Executive OfficersMessrs. Schottenstein and Creek 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’sthe applicable 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 Officerthe applicable executive officer terminates his employment for good reason within twenty-four months after a change in control, such Named Executive Officerexecutive officer will be entitled to:

The pre-determined payment multiples for Messrs. Schottenstein, Creek and Mason are 2.99 2for Mr. Schottenstein and 2 respectively. The Committeefor Mr. Creek. 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 Officeran executive officer constitute “excess parachute payments” under Section 280G of the Code, and are subject to excise tax under Section 4999 of the Code, such Named Executive Officerexecutive officer will be entitled to a gross-up payment in an amount necessary to ensure that he does not bear the cost of the excise tax, unless a cut-back by less than 10% of the total amount payable would make the excise tax inapplicable (in which case the amount payable to him will be reduced to the extent necessary to make the excise tax inapplicable). The CommitteeThis modified gross-up provision was included this modified gross-up provision to balance protecting the Named Executive Officersexecutives from any excise tax withand limiting our exposure to the cost of a gross-up if the excise tax is triggered by a minimal amount.

1993 Plan

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2018 LTIP and 2009 LTIP. Under our 1993 Stock Incentive Plan as Amended (the “1993 Plan”), the predecessor2018 LTIP (our current equity compensation plan) and the 2009 LTIP (our former equity compensation plan to our 2009 LTIP,and under which awards remain outstanding) and the form of award agreement that applies to all outstanding stock options thereunder (all of which are vested and exercisable), if a participant’s employment is terminated for any reason other than death, disability or retirement, all of his or her options will expire unless exercised within 30 days after the date of termination. In the case of a participant’s termination due to death, disability or retirement, all of his or her options will expire unless exercised within one year after the date of termination.

2009 LTIP. Under our 2009 LTIP and therespective 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

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