3 Easton Oval

Columbus, Ohio 43219

April7, 2020

 6, 2023

To Our Shareholders:

The2020 2023 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 Monday,Wednesday, May 11, 202010, 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 43219.  Holders of record of our common shares as ofbusiness on March 16, 20202023 are entitled to notice of, and to vote at, the Annual Meeting.

Enclosed is a copy of our2019 2022 Annual Report to Shareholders,, which includes our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019,2022, 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.

The Company currently intends to hold the Annual Meeting in person. However, we are actively monitoring the impact of the coronavirus (COVID-19), and we may hold the Annual Meeting solely by means of remote communication if we determine that it is not possible or advisable to hold the Annual Meeting in person. If we take this step, we will announce the decision to do so and provide For additional information regarding how to participate invirtually attend, vote at and submit questions during the Annual Meeting, via a press release that will be posted onplease see the “Investors”“General—Attendance and Participation at the Virtual Annual Meeting” section of our website (www.mihomes.com)the enclosed Proxy Statement.

Thank you for your ongoing support of, and filed withcontinued interest in, the Securities and Exchange Commission as additional proxy materials.

We look forward to reviewing the activities of the Company at 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.

INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

Board Organization, IndependenceQualifications and Committees

The Board currently has nine members.The Board has determined that sixNomination of its nine members(Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer and Norman L. Traeger) qualify as independent under NYSE Rules.When determining whether a director qualifies as independent, the Board, in accordance with NYSE Rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors.Sharen Jester Turney retired from the Board on February 8, 2019. Prior to her retirement, Ms. Turney served on the Compensation Committee and the Nominating and Governance Committee, and the Board determined that she qualified as independent under NYSE Rules.

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

During2019, 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).

During2019, 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 Commission (the “SEC Rules”) and NYSE Rules, each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee has its own written charter, which is available on the Company’s website atwww.mihomes.com under the “Investors” heading. 

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

The Audit Committee’s specific responsibilities include: (1) reviewing and discussing the overall scope of the independent registered public accounting firm’s annual audit plans, including staffing, professional services, audit procedures and fees; (2) reviewing and discussing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements; (3) reviewing and discussing the Company’s quarterly financial statements and annual audited financial statements and related disclosures; (4) discussing the assessments of the adequacy and effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting; (5) discussing the guidelines and policies used by management to govern the process by which risk assessment and risk management is undertaken, paying particular attention to financial risk exposures; (6) monitoring and reporting to the Board concerning the independence, qualifications and performance of the independent registered public accounting firm; (7) reviewing and pre-approving all audit services and permitted non-audit services to be performed for the Company or its subsidiaries; (8) reviewing the internal auditors’ annual audit plans and reviewing reports concerning the results of internal audits; (9) reviewing and discussing with the internal auditors their assessments of the Company’s risk management processes and system of internal control; (10) establishing procedures for the confidential submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; (11) engaging the independent registered public accounting firm; and (12) reviewing any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the independent registered public accounting firm or the performance of the internal audit function.

Each member of the Audit Committee qualifies as independent and is financially literate under the applicable SEC Rules and NYSE Rules. The Board has determined that the Audit Committee’s Chairman, William H. Carter, qualifies as an audit committee financial expert as defined by applicable SEC Rules. The Audit Committee has been established inaccordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met eight times during2019. The Audit Committee also met eight 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 the2019 fiscal year appears on page 49 of this Proxy Statement.

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

The Compensation Committee Charter sets forth the specific responsibilities and duties of the Compensation Committee, which include: (1) establishing the Company’s executive compensation philosophy, objectives and policies; (2) reviewing, approving and determining the amount and form of compensation for the executive officers; (3) reviewing and making recommendations to the Board regarding the amount and form of non-employee director compensation; (4) reviewing and making recommendations to the Board concerning, and administering, the Company’s cash incentive and equity-based compensation plans; (5) reviewing and discussing with the Board the Company’s organizational structure and plans for management succession; (6) 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 (7) preparing a report on executive officer compensation for inclusion in the proxy statement.

Our human resources department supports the Compensation Committee in its duties, and the Compensation Committee from time to time delegates to the human resources department its authority to fulfill certain administrative duties. The Compensation Committee has the sole authority under its charter to retain, terminate and approve the fees and terms of retention of any compensation consultant, legal counsel or other advisor it deems necessary to assist in the performance of its duties, but only after taking into consideration all factors relevant to such consultant’s, counsel’s or advisor’s independence from management, including any factors specified in the NYSE Rules. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor that it retains.

The Compensation Committee met five times during2019. The Compensation Committee’s report relating to the2019 fiscal year appears on page 36 of this Proxy Statement.  See “Compensation Discussion and Analysis” beginning on page 20 of this Proxy Statement for more information concerning the activities of the Compensation Committee with respect to the2019 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’s2019 executive compensation program.

Nominating and Governance Committee. The Nominating and Governance Committee operates pursuant to a written Nominating and Governance Committee Charter adopted by the Board which reflects NYSE Rules relating to nominating committees. The Nominating and Governance Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee’s primary responsibility is to assist the Board on the broad range of issues surrounding the composition and operation of the Board, including: (1) identifying individuals qualified to become directors; (2) recommending to the Board director nominees for the next annual meeting of shareholders; and (3) developing and recommending to the Board a set of corporate governance principles. In addition, the Nominating and Governance Committee recommends to the Board committee selections and oversees the evaluation of the Board. Each member of the Nominating and Governance Committee qualifies as independent under the applicable NYSE Rules. The Nominating and Governance Committee met four times during2019.

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. During2019, the Executive Committee did not hold any formal meetings.

Corporate Governance Guidelines

In accordance with 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 compliance with all applicable requirements. The Corporate Governance Guidelines are available on the Company’s website atwww.mihomes.com under the “Investors” heading. 

Majority Voting Policy

Our Corporate Governance Guidelines include a majority voting policy that applies in uncontested elections of directors (i.e.,an election of directors in which the number of nominees for director does not exceed the number of directors to be elected). Under this policy,any nominee for director whoreceives a greater number of votes “withheld” from his or her election than votes “for” his or her electionshall tender his or her resignation as a director to the Boardpromptly following the certification of the election results. The Nominating and Governance Committee will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject the resignation. The Board will act oneach tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, within 90 days following the certification of the election results.The Nominating and Governance Committee in making its recommendation, and the Board 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 reasons for rejecting the tendered resignation.

Any director who tenders his or her resignation may not participate in the Nominating and Governance Committee recommendation or Board action regarding whether to accept or reject the tendered resignation.  If, however, a majority of the members of the Nominating and Governance Committee receives a majority withheld vote in the same election, then the Board will appoint a committee comprised solely of independent directors who did not receive a majority withheld vote in that election to consider each tendered resignation and recommend to the Board whether to accept or reject it.

If a director’s tendered resignation is rejected by the Board, the director will continue to serve for the remainder of his or her term and until his or her successor is duly elected and qualified or his or her earlier death, resignation or removal. If a director’s tendered resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the number of directors comprising the Board, in each case pursuant to the provisions of and to the extent permitted by the Company’s Regulations.

Neither abstentions nor broker non-votes will be deemed votes “for” or “withheld” from a director’s election and will therefore have no effect in determining whether a majority withheld vote has occurred.

Review, Approval or Ratification of Related Person Transactions

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

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 members of management are responsible for bringing all proposed Related Person Transactions of which they have knowledge to the attention of the Audit Committee Chairman.

Under our policy, a “Related Person Transaction” is any transaction, arrangement or relationship in which the Company or any of our subsidiaries was or is to be a participant and the amount involved exceeds $120,000 and any Related Person had or will have a direct or indirect material interest.  A “Related Person” is any person who is: (1) a director (or nominee for director) or executive officer of the Company; (2) to our knowledge, the beneficial owner of more than 5% of the Common Shares; or (3) any immediate family member of any of the foregoing persons.

During2019 and the year-to-date period in2020, the Company has not been a participant in any Related Person Transaction, except for the following transaction.

In March 2020, in the ordinary course of business, we purchased a parcel of real property located in Delaware County, Ohio for approximately $14.2 million from an entity in which Gary Schottenstein (the brother of Robert H. Schottenstein) owns a majority interest. This transaction was approved by the Audit Committee in accordance with our Related Person Transaction Policy.

Attendance at Annual Shareholder Meetings

The Company does not have a formal policy with respect to attendance by our directors at our annual meetings of shareholders.  However, directors are encouraged to attend, and the Board and its committees meet immediately following each annual meeting of shareholders.  All nine of our then current directors attended the2019 Annual Meeting of Shareholders.

Code of Business Conduct and Ethics

All of the Company’s directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions) must comply with the 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 atwww.mihomes.com under the “Investors” heading or by writing to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Chief Legal Officer and Secretary. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics by posting such information on our website.

Executive Sessions

In accordance with our Corporate Governance Guidelines and NYSE Rules, our non-management directors meet without management or the inside directors at every regularly scheduled Board meeting (at least twice per year) and at such other times as our Lead Independent Director or a majority of our non-management directors deem necessary or appropriate.  Our Lead Independent Director chairs each executive session.  During2019, the non-management directors held four executive sessions.

Communications with the Board of Directors

The Board believes it is important for shareholders and other interested parties to have a process by which to communicate with the Board.  Accordingly, shareholders and other interested parties who wish to communicate with the

Board or a particular director or group of directors (including the non-management directors) may do so by sending a letter to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Secretary.  The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Shareholder/Interested Party-Board Communication” or “Shareholder/Interested Party-Director Communication.”  All such letters must identify the author as a shareholder or other interested party (indicating such interest) and clearly state whether the intended recipients are all members of the Board or certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director(s).

Board Leadership Structure

The Company does not have a fixed policy regarding whether the offices of Chairman of the Board and Chief Executive Officer should be vested in the same person or two different people.  The Board has determined that the combined role of Chairman and Chief Executive Officer, as supplemented by our Lead Independent Director (as discussed below), is the most effective leadership structure for us at the present time.  The Board believes that our Chief Executive Officer is best qualified to serve as Chairman because, as the officer ultimately responsible for our operations and performance, he is intimately familiar with our business, operations and industry and uniquely positioned to effectively identify and lead discussions concerning our strategic priorities.  The Board further believes that the combined role promotes the development and execution of our business strategy and facilitates information flow between management and the Board, which is essential to effective governance.  In addition, the Board believes that our current Chief Executive Officer’s family relationship (he is the son of our founder), previous experience as a real estate attorney and more than 30 years of service with us in various roles spanning production, sales and land acquisition/disposition and development further qualify him to serve as Chairman. 

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

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

Board’s Role in Risk Oversight

Management is responsible for identifying and managing risk and bringing to the Board’s (or the applicable committee’s) attention the most material risks that we face. While management reviews risk on a company-wide basis, it focuses on four primary areas: (1) financial risk; (2) legal, compliance and regulatory risk; (3) cybersecurity risk; and (4) operational and strategic risk. The Board has ultimate oversight responsibility for our risk-management program and

carries this out directly and through its committees. The full Board directly oversees and reviews operational and strategic risk and receives regular reports from the committee chairs regarding risk oversight in the committees’ respective areas of responsibility.

The Audit Committee oversees and reviews financial risk (including our internal controls) and legal, compliance and regulatory risk. In carrying out their oversight responsibilities, the full Board and the Audit Committee receive regular reports from the appropriate members of management regarding the material risks that have been identified, including how those risks are being managed and strategies for mitigating those risks. The Audit Committee also receives an annual risk assessment report from our internal auditors and, in accordance with its charter, discusses with management the guidelines and policies that management uses to govern the process by which risk assessment and management is undertaken, with particular attention to financial risks.

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

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

Nomination of Directors

The Nominating and Governance Committee is responsible for providing oversight on the broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

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 judgment, skill, independence, diversity, character, experience with businesses and organizations of comparable in size or scope, experience as an executive of, or advisor to, a publicly-tradedpublicly traded or private company, experience, skills and skillknowledge relative to our other directors, and specialized knowledgeexperience, skills or experience. The Nominating and Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying nominees. Instead, the Nominating and Governance Committee considers diversity, including diversity of gender, race, ethnicity, education, professional experience, viewpoints, backgrounds and skills, but does not 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.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 materially 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 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., 3 Easton Oval,4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary. The recommendation must include the

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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’sour Regulations. To nominate one or more persons for election as a director at an annual meeting, the Company’sour 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 theM/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o 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 shallmust 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 SECSecurities 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 eight of its ten members (Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer, Bruce A. Soll, Norman L. Traeger and Kumi D. Walker) qualify as independent under the NYSE Rules. When determining whether a director qualifies as independent, the Board, in accordance with the NYSE Rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors.

Pursuant to our Corporate Governance Guidelines, each independent director is required to notify the Chairman of the 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.

Board Committees

During 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 SEC (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 at www.mihomes.com under the “Investors” heading. Each of the Audit Committee, the Compensation Committee and the Nominating and Governance 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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2019 Performance. We achieved record results on numerous fronts in 2019.Highlights of our 2019 performance include:

This 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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Additionally,Beginning in the second half of 2022, 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 historically high inflation, which negatively impacted affordability and mortgage availability. We began to adjust sales prices and provide sales incentives in most of our markets during the fourth quarter of 2022 as well as offer financing incentives, all of which had a negative impact on our revenues, gross margins and income in the fourth quarter of 2022 compared to what we achieved homebuyer satisfaction ratingshave experienced over the past two years. Further, our DEI committee (which includes certain members of our executive team and senior leaders from throughout the Company) continued to focus on establishing and communicating the guiding principles of our DEI program as well as developing strategies to advance these principles, including training programs and recruiting practices.

2022 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 2022 Annual Meeting of Shareholders, our shareholders approved the compensation of our Named Executive Officers, with approximately 92% of the votes cast in favor of our “say-on-pay” resolution.

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Compensation Best Practices. 

We incorporate a number of best practices into our executive compensation program, including:

The Committee believes that the structure of our compensation program should be fundamentally the same across our entire management team. As a result, while individual compensation levels vary, each member of our management team (including the Named Executive Officers) generally receives the same components of compensation (i.e., base salary, annual cash performance bonus and long-term equity awards). In addition, the same or similar performance goals apply to their annual performance bonuses. In the Committee’s view, this consistency fosters teamwork, ensures that the entire management team focuses on the same corporate goals and shares in the risks and rewards of our performance in a similar manner and reduces the likelihood of excessive risk taking.

Role of Executive Officers

At the Committee’s request, of the Committee, our Chief Executive Officer, with the assistance of other members of management, made initial recommendations to the Committee regarding the 20192022 executive compensation program. Thereafter, the Committee from time to time solicited further input from the Chief Executive Officer and such other members of management. Also at the Committee’s request, of the Committee, the Chief Executive Officer and certain of such other members of management participated inattended the Committee meetings.meetings related to the 2022 executive compensation program. The Committee sought this input because of the Chief Executive Officer’s close working relationship with the other Named Executive Officers and to ensure that its decisions aligned with our financial and strategic goals. TheWhile the Committee considers this input, it has the exclusive authority to determine all elements of executive compensation and makes all final decisions.

Role of Independent Compensation Consultant

The Committee engaged Pearl Meyer to serve as its independent compensation consultant for 2019.in 2022. Pearl Meyer’s engagement focused on:on reviewing: (1) reviewing our executive compensation program as a whole, each principal component, and the mix of compensation; (2) analyzingcompensation and the competitiveness of our executivesuch compensation program (by pay component and in total) relative to our Peer Group (as defined on page 24 of this Proxy Statement); (3) reviewing the composition of our Peer Group; (4) advising on executive compensation trends and best practices; (5) analyzing(2) the dilution and overhang of our equity grants; and (6) reviewing(3) our non-employee director compensation program as a whole, each principal component and the competitiveness of such compensation relative to our Peer Group. At the Committee’s request, of the Committee, Pearl Meyer discussed with management the recommendations that management planned to make to the Committee regarding 20192022 compensation.

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

During 2019,2022, neither Pearl Meyer did not providenor WTW provided any services to usthe Company beyond itstheir respective support of the Committee. The Committee assessed the independence of Pearl Meyer and WTW and concluded that Pearl Meyer’stheir respective work for us did not raise any conflict of interest.

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The Peer Group consisted of the following companies:

Executive Officer would earn and (2) the maximum bonus that eachearned by our Named Executive Officer would be eligible to earn. For 2019, the maximum potential performance bonuses for Messrs. Schottenstein, Creek and Mason were 350%, 250% and 200%, respectively, of their respective 2019 base salaries (the same maximum percentages that have applied to them since 1999, 2006 and 2013, respectively). The Committee subjectively determined these maximums after considering the annual performance bonus opportunities for similarly-positioned executives in our Peer Group, our past practices, the executive’s scope of responsibility (i.e., as the scope of responsibility increases, the proportion of compensation that is performance-based increases) and input from Pearl Meyer.

Officers. The Committee subjectively established the 20192022 performance goals and award formula based on:

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

The Committee selected Adjusted Pre-Tax Income as the sole performance goal for the 20192022 annual cash performance bonus program based on several considerations. First, our principal financial goal in 2019 remained to continuefor 2022 was to increase our profitability (as measured by Adjusted Pre-Tax Income). Second, based on our pasthistorical performance and the historical design of our annual cash performance bonus programs and historical financial results,program, the Committee continued to believe that the Adjusted Pre-Tax Income metric was an effective driver of our financial and operational performance.performance and incentivized our executives to pursue actions that create sustainable shareholder value. For each year since 2012, our principal financial goal has been to continue to increase our profitability (as measured by Adjusted Pre-Tax Income, Income), we have annually increased our Adjusted Pre-Tax Incomeprofitability annually and Adjusted Pre-Tax Income has been the sole

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million (our 2019 budgeted Adjusted Pre-Tax Income)the target performance level increased proportionately based on linear interpolation and (2) fell between (a) $150 millionthe target performance level and (b) $200 millionthe maximum performance level increased proportionately. The Committee incorporated this leveraged design feature to further drive performance relative to our budget and reward performance that exceeded our expectations.

proportionately based on linear interpolation. To foster teamwork and cohesion, the Committee continued to align the payout opportunities for the Named Executive Officers so that each would earn the same percentage of his or her maximum performance bonus opportunity at all performance levels.

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