M/I HOMES, INC. (NYSE:MHO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Director or Certain Offices, Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)On February 8, 2019, Sharen Jester Turney, a member of the Board of Directors (the “Board”) of M/I Homes, Inc. (the “Company”), notified the Company of her intention to retire from the Board effective immediately.
(d)On February 8, 2019, the Company announced that Elizabeth (Lisa) K. Ingram, President and Chief Executive Officer of White Castle System, Inc., has been elected to the Board effective as of February 8, 2019 to fill the vacancy created by Ms. Jester Turney’s retirement. Ms. Ingram will serve until the 2021 Annual Meeting of Shareholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal. In connection with her election, the Board determined that Ms. Ingram qualifies as an independent director under the New York Stock Exchange rules and further appointed Ms. Ingram to serve as a member of the Nominating and Governance Committee of the Board. There were no arrangements or understandings between Ms. Ingram and any other persons, to which Ms. Ingram was selected as a director. No information is required to be disclosed to Item 404(a) of Regulation S-K. Ms. Ingram will receive the same compensation as the Company’s other non-employee directors as described in the Company’s proxy statement related to the 2018 Annual Meeting of Shareholders.
A copy of the press release announcing Ms. Jester Turney’s retirement and Ms. Ingram’s election is attached hereto as Exhibit 99.1.
(e)On February 6, 2019, the Compensation Committee (the “Compensation Committee”) of the Board adopted a form of award agreement (the “PSU Award Agreement”) for the grant of performance share units (the “Performance Share Units”) under the M/I Homes, Inc. 2018 Long-Term Incentive Plan (the “2018 LTIP”).
Under the 2018 LTIP and the PSU Award Agreement, an award of Performance Share Units will cover a target number of Performance Share Units. The Performance Share Units will vest and be earned, if at all, after the completion of a three-year performance period (the “Performance Period”), based on (1) (a) the Company’s cumulative annual pre-tax income from operations, excluding extraordinary items, over the Performance Period, and (b) the Company’s total relative shareholder return over the Performance Period compared to the total shareholder return of a peer group of other publicly-traded homebuilders and (2) the participant’s continued employment through the end of the Performance Period (except in the case of termination due to death, disability or retirement or involuntary termination without cause by the Company).
The actual number of Performance Share Units that will vest and be earned may be increased by up to 50% (from the target number) if the Company achieves the maximum performance levels for both of the performance goals and decreased to zero if the Company fails to achieve the threshold performance levels for both of the performance goals. If the Company achieves the threshold performance levels for both of the performance goals, 50% of the target number of Performance Share Units will vest and be earned. The percentage of the target number of Performance Share Units that will vest and be earned for performance between (1) the threshold and target performance levels will increase proportionately from 50% to 50% based on our actual performance and (2) the target and maximum performance levels will increase proportionately from 50% to 150% based on our actual performance. Vested Performance Share Units will be settled on a one-for-one basis in whole common shares of the Company. The Performance Share Units have no dividend or voting rights. Any portion of the Performance Share Units that do not vest due to inadequate performance or termination of employment will be forfeited. The Compensation Committee will establish the respective weights of the performance goals and the threshold, target and maximum performance levels applicable to the performance goals when it awards Performance Share Units.
The foregoing description of the terms of the Performance Share Units and the PSU Award Agreement is qualified in its entirety by reference to the provisions of the PSU Award Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
M I HOMES INC Exhibit
EX-10.1 2 exhibit1012018long-terminc.htm EXHIBIT 10.1 NEW PSU AGREEMENT Exhibit Exhibit 10.1M/I HOMES,…
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About M/I HOMES, INC. (NYSE:MHO)
M/I Homes, Inc. is a builder of single-family homes. The Company consists of two distinct operations: homebuilding and financial services. The Company’s homebuilding operations are aggregated for reporting purposes into three reporting segments: the Midwest, Mid-Atlantic and Southern regions. The Company’s financial services operations support its homebuilding operations by providing mortgage loans and title services to the customers of its homebuilding operations and is reported as its own segment. The Company conducts mortgage financing activities through its subsidiary, M/I Financial, LLC (M/I Financial), which originates mortgage loans primarily for purchasers of the Company’s homes. The Company and M/I Financial also operate majority-owned subsidiaries that provide title services to purchasers of the Company’s homes. The Company markets and sells homes primarily under the M/I Homes and Showcase Collection (exclusively by M/I Homes) brands.
