📜 What This Document Is

This is a proxy statement, a formal document a company sends to its shareholders ahead of an annual meeting. Its main job is to ask shareholders to vote on important matters, like electing directors and approving executive pay. Think of it as the official agenda and voter guide for the company's annual shareholder gathering.

👉 Why it matters: It gives shareholders the information they need to make informed decisions and holds the company's leadership accountable.

🏢 Who is M/I Homes?

M/I Homes is a major American homebuilder. In simple terms, they design, build, and sell single-family homes and townhouses, primarily in the Mid-Atlantic, Midwest, and Southern U.S. states.

👉 In context: They operate in the cyclical residential construction industry, which is sensitive to mortgage interest rates, economic health, and housing demand.

🗓️ Meeting Details: How to Vote

The 2026 Annual Meeting is virtual-only on May 13, 2026, at 9:00 a.m. ET. Shareholders can't attend in person but can join, vote, and ask questions online at www.meetnow.global/MNUWY4Y.

• Who can vote: Shareholders who owned stock as of March 16, 2026 (the "Record Date").
• Total shares: 25,590,109 shares are eligible to vote.
• How to vote: Shareholders can return a proxy card, vote by telephone, or vote online. The deadline for electronic/phone voting is 1:00 a.m. ET on May 13, 2026.
• Quorum needed: A majority of outstanding shares must be represented for the meeting to proceed.

👥 Proposal 1: Electing the Board of Directors

Shareholders will vote to elect three directors to serve until 2029. The Board recommends voting FOR all nominees.

Current Nominees (Term Expires 2029):

• Phillip G. Creek (Age 73): The company's CFO since 2000.
• Eugene D. Smith (Age 70): New nominee. Former athletic director at Ohio State University, nominated to replace the retiring Norman L. Traeger.
• Bruce A. Soll (Age 68): Lead Independent Director, counselor to boards.

Other Directors (Serving Staggered Terms):

• Term Expires 2027: Michael P. Glimcher, Elizabeth K. Ingram, Kumi D. Walker.
• Term Expires 2028: Nancy J. Kramer, Yvette McGee Brown, Robert H. Schottenstein (Chairman & CEO).

👉 Key Takeaway: The board is led by CEO Robert Schottenstein and has a strong independent majority. New nominee Gene Smith brings leadership and strategic planning experience from the sports world.

⚖️ How the Company is Governed

M/I Homes has a formal governance structure with key committees:

• Audit Committee: Oversees financial reporting and internal controls. (Met 8 times in 2025)
• Compensation Committee: Sets pay for executives and directors. (Met 5 times in 2025)
• Nominating & Governance Committee: Finds director candidates and oversees governance. (Met 4 times in 2025)
• Executive Committee: Handles urgent matters when the full board isn't in session.

The Board has a Lead Independent Director (Bruce Soll) to provide balance since the CEO (Schottenstein) is also Chairman. They follow a majority voting policy, meaning a director who gets more "withheld" votes than "for" votes must offer to resign.

💰 Proposal 2: Approving Executive Pay (Say-on-Pay)

Shareholders are asked to give an advisory vote to approve the compensation of the Named Executive Officers (NEOs), which includes the CEO, CFO, and other top executives.

The company states its pay is designed to be "pay-for-performance," with a significant portion tied to company results. Shareholders are urged to review the full compensation details in the document.

👉 Key Takeaway: This vote is non-binding but sends a strong signal to the board about shareholder sentiment on pay practices. The Board recommends a FOR vote.

🔍 Proposal 3: Ratifying the Auditor

Shareholders will vote to ratify the appointment of Deloitte & Touche LLP as the independent accounting firm for 2026. This is a standard governance procedure. The Board recommends a FOR vote.

💼 Who Runs the Company?

The executive officers are:

• Robert H. Schottenstein (73): Chairman, CEO & President.
• Phillip G. Creek (73): Executive VP & CFO.
• Susan E. Krohne (54): SVP, Chief Legal Officer & Secretary.

Other key leaders oversee major operational regions across the country.

📊 Who Owns the Most Stock?

As of March 16, 2026:

• CEO Robert H. Schottenstein beneficially owns 600,182 shares (2.3%).
• All directors & executive officers as a group (10 people) own 910,596 shares (3.6%).
• Largest Institutional Holders:
  • BlackRock, Inc. owns 16.7%.
  • Donald Smith & Co., Inc. owns 5.7%.
  • State Street Corporation owns 5.2%.

👉 Why it matters: This shows that while the founding Schottenstein family has a significant stake, large institutional investors own a majority of the company.

🧠 The Analogy

This document is like the agenda packet for a homeowners association (HOA) meeting. It tells all the condo owners (shareholders) what needs to be voted on (the board members, the budget, hiring a management company), provides background on the current board (bios), explains how the HOA is run (governance), and details what the building manager (executive team) gets paid. Owners can't meet in the clubhouse this year, so they have to vote online.

🧩 Final Takeaway

M/I Homes' proxy statement centers on shareholders approving a new director, continuing their "say-on-pay" process for executive compensation, and ratifying their auditor. It reveals a company with a traditional, independent-led board structure and a major institutional investor base watching over its performance and governance.