mho-202208180000799292false00007992922022-08-182022-08-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| | |
| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): August 18, 2022
| | | | | | | | | | | | | | |
| M/I HOMES, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | |
| Ohio | | 1-12434 | | 31-1210837 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
4131 Worth Avenue, Suite 500 Columbus, OH 43219
(Address of principal executive offices) (Zip Code)
(614) 418-8000
(Telephone Number)
| | |
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, par value $.01 | MHO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of New Director
On August 18, 2022, the Board of Directors (the “Board”) of M/I Homes, Inc. (the “Company”) (1) increased the number of directors that comprise the Board from nine to ten directors in accordance with the Company’s Amended and Restated Regulations and (2) upon the recommendation of the Board’s Nominating and Governance Committee, elected Bruce A. Soll, formerly Vice Chair International of LBrands, Inc. and currently a counselor for Soll Advisors, LLC, to the Board effective immediately to fill the director’s office created by such increase. Mr. Soll will serve on the Board until the 2023 Annual Meeting of Shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal.
In connection with his election, the Board determined that Mr. Soll qualifies as an independent director under the New York Stock Exchange rules. There were no arrangements or understandings between Mr. Soll and any other persons, pursuant to which Mr. Soll was selected as a director. No information is required to be disclosed with respect to Mr. Soll or his immediate family members pursuant to Item 404(a) of Regulation S-K. Mr. Soll will receive the same compensation as the Company’s other non-employee directors as described in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders under the caption “Compensation of Directors,” including a prorated award of restricted share units pursuant to the terms and conditions of the M/I Homes, Inc. 2018 Long-Term Incentive Plan, as amended. A copy of the press release announcing Mr. Soll’s election is attached hereto as Exhibit 99.1.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit No. | | Description of Exhibit |
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| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document).* |
*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 18, 2022
M/I Homes, Inc.
| | | | | |
By: | /s/ Ann Marie W. Hunker |
| Ann Marie W. Hunker |
| Vice President, Chief Accounting Officer and Controller |
| |
BRUCE A. SOLL
JOINS M/I HOMES BOARD
Columbus, Ohio (August 18, 2022) – M/I Homes, Inc. (NYSE: MHO) today announced that Bruce A. Soll, formerly Vice Chair International of LBrands, Inc. and currently a counselor for Soll Advisors, LLC, has been appointed to the M/I Homes Board of Directors effective August 18, 2022. Mr. Soll will be filling a newly added seat to the M/I Homes Board.
In making the announcement, M/I Homes Chairman and CEO Robert H. Schottenstein stated: “We are pleased and honored to have Bruce Soll join our Board. He is a highly respected, proven leader with vast public company leadership experience. His expertise and experience will greatly benefit our Board and Company.”
In his role as a counselor for Soll Advisors, LLC, Mr. Soll provides services to the boards of directors of public companies and non-profit organizations. Prior to his role at Soll Advisors, LLC, Mr. Soll held various leadership roles with LBrands, Inc. Mr. Soll also currently serves as a Director of Nationwide Children’s Hospital and Vice-Chair of the Board of Directors of Columbus Downtown Development Corporation/Capitol South.
M/I Homes, Inc. is one of the nation’s leading homebuilders of single-family homes. The Company has homebuilding operations in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul, Minnesota; Detroit, Michigan; Tampa, Sarasota and Orlando, Florida; Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; Charlotte and Raleigh, North Carolina and Nashville, Tennessee.
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “targets,” “envisions”, “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements involve a number of risks and uncertainties. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those in such forward-looking statements as a result of various factors, including, without limitation, factors relating to the economic environment, interest rates, availability of resources, competition, market concentration, land development activities, construction defects, product liability and warranty claims and various governmental rules and regulations, as more fully discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. We undertake no duty to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted.
Contact M/I Homes, Inc.
Ann Marie W. Hunker, Vice President, Chief Accounting Officer and Controller, (614) 418-8225
Mark Kirkendall, Vice President, Treasurer, (614) 418-8021
