Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.87M
2: EX-10.28 EX-10.28 Restricted Share Unit Award Agreement for HTML 45K
Employees
3: EX-21 EX-21 Subsidiaries of the Company HTML 41K
4: EX-22 EX-22 Subsidiary Guarantors of the Company HTML 30K
5: EX-23 EX-23 Consent HTML 28K
6: EX-24 EX-24 Power of Attorney HTML 46K
11: EX-97 EX-97 Executive Officer Clawback Policy HTML 46K
7: EX-31.1 EX-31.1 Certification of CEO HTML 34K
8: EX-31.2 EX-31.2 Certification of CFO HTML 33K
9: EX-32.1 EX-32.1 Certification of CEO HTML 30K
10: EX-32.2 EX-32.2 Certification of CFO HTML 30K
17: R1 Cover Page HTML 94K
18: R2 Audit Information HTML 33K
19: R3 Consolidated Statements of Operations HTML 96K
20: R4 Consolidated Balance Sheets HTML 121K
21: R5 Consolidated Balance Sheets (Parentheticals) HTML 36K
22: R6 Consolidated Statement of Shareholders' Equity HTML 89K
23: R7 Consolidated Statements of Cash Flows HTML 157K
24: R8 Summary of Significant Accounting Policies HTML 110K
25: R9 Stock Based Compensation HTML 74K
26: R10 Fair Value Measurements HTML 131K
27: R11 Inventory and Capitalized Interest HTML 57K
28: R12 Transactions with Related Parties HTML 35K
29: R13 Investment in Joint Venture Arrangements HTML 40K
30: R14 Guarantees and Indemnifications HTML 36K
31: R15 Commitments and Contingencies HTML 52K
32: R16 Operating Leases HTML 47K
33: R17 Community Development District Infrastructure and HTML 49K
Related Obligations
34: R18 Debt HTML 54K
35: R19 Acquisition and Goodwill (Notes) HTML 34K
36: R20 Earnings per Share HTML 49K
37: R21 Income Taxes HTML 84K
38: R22 Business Segments HTML 117K
39: R23 Share Repurchase Program (Notes) HTML 32K
40: R24 Summary of Significant Accounting Policies HTML 147K
(Policies)
41: R25 Summary of Significant Accounting Policies HTML 73K
(Tables)
42: R26 Stock Based Compensation (Tables) HTML 67K
43: R27 Fair Value Measurements Fair Value Measurements HTML 111K
(Tables)
44: R28 Inventory and Capitalized Interest Inventory HTML 55K
(Tables)
45: R29 Commitments and Contingencies Commitments and HTML 42K
Contingencies (Tables)
46: R30 Operating Leases Schedule of Lease Expense HTML 35K
(Tables)
47: R31 Operating Leases Schedule of Future Minimum Rental HTML 38K
Payments for Operating Leases (Tables)
48: R32 Community Development District Infrastructure and HTML 46K
Related Obligations Community Development District
Infrastructure and Related Obligations (Tables)
49: R33 Debt Debt (Tables) HTML 36K
50: R34 Earnings per Share Earnings per Share (Tables) HTML 48K
51: R35 Income Taxes Income Taxes (Tables) HTML 82K
52: R36 Business Segments Business Segments (Tables) HTML 108K
53: R37 Summary of Significant Accounting Policies HTML 46K
(Details)
54: R38 Property and Equipment (Details) HTML 44K
55: R39 Estimated Useful Life (Details) HTML 35K
56: R40 Summary of Significant Accounting Policies Other HTML 41K
Assets (Details)
57: R41 Warranty (Details) HTML 30K
58: R42 Self-Insurance (Details) HTML 32K
59: R43 Other Liabilities (Details) HTML 40K
60: R44 Summary of Significant Accounting Policies Revenue HTML 49K
(Details)
61: R45 Stock Based Compensation Summary of Stock Option HTML 81K
Activity (Details)
62: R46 Stock Based Compensation Fair Value Assumptions HTML 38K
for Stock Options (Details)
63: R47 Stock Based Compensation Stock Based Compensation HTML 66K
(Details)
64: R48 Stock Based Compensation Profit Sharing Plan HTML 32K
(Details)
65: R49 Stock Based Compensation Performance share units HTML 71K
(Details)
66: R50 Fair Value Measurements Notional Amount of HTML 37K
Financial Instruments (Details)
67: R51 Fair Value Measurements (Loss) Gain On Assets and HTML 40K
Liabilities Measured On A Recurring Basis
(Details)
68: R52 Fair Value Measurements Balance Sheet Location of HTML 39K
Financial Instruments (Details)
69: R53 Fair Value Measurements Assets and Liabilities HTML 36K
Measured on a Non-Recurring Basis (Details)
70: R54 Fair Value Measurements Financial Instruments HTML 56K
(Details)
71: R55 Fair Value Measurements Fair Value of Financial HTML 42K
Instrument Assumptions (Details)
72: R56 Inventory (Details) HTML 44K
73: R57 Inventory and Capitalized Interest Model Home HTML 30K
Accumulated Depreciation (Details)
74: R58 Inventory and Capitalized Interest Other Inventory HTML 32K
Items - Homes under construction not subject to a
sale contract (Details)
75: R59 Inventory and Capitalized Interest Capitalized HTML 37K
Interest Rollforward (Details)
76: R60 Transactions with Related Parties Transactions HTML 33K
with Related Parties (Details)
77: R61 Investment in Joint Venture Arrangements HTML 38K
Investment in Joint Venture Arrangements Balance
Sheet Information (Details)
78: R62 Investment in Joint Venture Arrangements HTML 44K
Investment in Joint Venture Arrangements (Details)
79: R63 Investment in Joint Venture Arrangements HTML 30K
Investment in Joint Venture Arrangements Income
Statement Information (Details)
80: R64 Guarantees and Indemnifications Guarantees HTML 35K
(Details)
81: R65 Commitments and Contingencies Warranty Rollforward HTML 38K
(Details)
82: R66 Commitments and Contingencies Commitments and HTML 54K
Contingencies (Details)
83: R67 Commitments and Contingencies Legal (Details) HTML 30K
84: R68 Operating Leases Operating Leases (Details) HTML 50K
85: R69 Operating Leases Lease Expense Detail (Details) HTML 36K
86: R70 Operating Leases Schedule of Operating Lease HTML 48K
Payments Due (Details)
87: R71 Community Development District Infrastructure and HTML 67K
Related Obligations Community Development District
Infrastructure and Related Obligations (Details)
88: R72 Debt Debt (Details) HTML 71K
89: R73 Debt MIF Warehousing Agreement (Details) HTML 45K
90: R74 Debt Senior Notes (Details) HTML 71K
91: R75 Debt Debt Maturities (Details) HTML 47K
92: R76 Acquisition and Goodwill (Details) HTML 32K
93: R77 Earnings per Share Earnings per Share (Details) HTML 67K
94: R78 Income Taxes Deferred Tax Assets and Liabilities HTML 59K
(Details)
95: R79 Income Taxes Benefit From Income Taxes (Details) HTML 52K
96: R80 Income Taxes Income Tax Disclosure (Details) HTML 42K
97: R81 Income Taxes Income Tax Reconciliation of HTML 44K
Effective Tax Rate (Details)
98: R82 Income Taxes Net Operating Loss Carryforwards HTML 33K
(Details)
99: R83 Business Segments Business Segments (Details) HTML 73K
100: R84 Business Segments Business Segments - Assets HTML 57K
(Details)
101: R85 Share Repurchase Program (Details) HTML 40K
103: XML IDEA XML File -- Filing Summary XML 184K
106: XML XBRL Instance -- mho-20231231_htm XML 1.83M
102: EXCEL IDEA Workbook of Financial Report Info XLSX 195K
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This Policy has been adopted by the Board as of the Effective Date. This Policy provides for the recovery of Erroneously Awarded Compensation from Executive Officers in the event of an Accounting Restatement. This Policy is intended to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 and the Listing Rule. Capitalized terms used in this Policy have the respective meanings given to them in Section 1 below.
1.Definitions. For
purposes of this Policy, the following capitalized terms have the meanings set forth below.
A.“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
B.“Accounting
Restatement Date” means the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
C.“Board” means the Board of Directors of the Company.
D.“Clawback
Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Accounting Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
E.“Code” means the Internal Revenue Code of 1986, as amended.
F.“Committee” means the Compensation Committee of the Board.
G.“Company”
means M/I Homes, Inc., an Ohio corporation.
I.“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation received by an Executive Officer during the Clawback Period that exceeds the amount of
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Incentive-Based Compensation that otherwise would have been received by such Executive Officer had the Incentive-Based Compensation been determined based on the restated amounts
in such Accounting Restatement. The amount of Erroneously Awarded Compensation shall be computed without regard to any taxes paid by the relevant Executive Officer (including any taxes withheld by the Company from the Incentive-Based Compensation paid to such Executive Officer). For Incentive-Based Compensation based on (or derived from) stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the Committee must determine the amount of Erroneously Awarded Compensation related to such Incentive-Based Compensation by making a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the
Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE.
J.“Exchange Act” means the Securities Exchange Act of 1934, as amended.
K.“Executive Officer” means the Company’s current and former president, principal financial officer, principal accounting officer (or if there is not such accounting officer, the controller), any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the
Company. Executive Officers of the Company’s parents or subsidiaries are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an Executive Officer for purposes of this Policy include individuals deemed to be Executive Officers by the Board and/or the Committee and those executive officers identified by the Company pursuant to 17 CFR 229.401(b).
L.“Financial
Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. A Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the SEC to qualify as a Financial Reporting Measure. For purposes of this Policy, Financial Reporting Measure includes, but is not limited to, stock price and total stockholder return.
M.“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon
the attainment of a Financial Reporting Measure.
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N.“Listing Rule” means Section 303A.14 of the NYSE Listed Company Manual.
O.“NYSE” means the New York Stock Exchange.
P.“Policy” means this Executive Officer Clawback Policy, as the same may be amended pursuant to the terms hereof.
Q.“Rule 10D-1” means Rule 10D-1 promulgated under the Exchange
Act.
R.“SEC” means the U.S. Securities and Exchange Commission.
2.Policy Administration. This Policy will be administered and interpreted by the Committee. The Committee is authorized to make all determinations under this Policy to the extent permitted by the Listing Rule and in compliance with Section 409A of the Code. All determinations made by the Committee pursuant to this Policy will be final and binding on all persons, including the Company and its affiliates, shareholders and Executive Officers, and need not be uniform with respect to each individual subject to the Policy.
3.Policy
Application. This Policy applies to all Incentive-Based Compensation received by a person: (a) after beginning service as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (c) while the Company had a class of securities listed on a national securities exchange or a national securities association; and (d) during the Clawback Period. For purposes of this Policy, Incentive-Based Compensation is considered “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the
end of that period. For the avoidance of doubt, the terms of this Policy apply to any Incentive-Based Compensation received by Executive Officers on or after the Effective Date even if such Incentive-Based Compensation was approved, awarded, granted or paid to Executive Officers before the Effective Date.
4.Recovery of Erroneously Awarded Compensation. In the event of an Accounting Restatement, the Company shall reasonably promptly determine and recover the amount of any Erroneously Awarded Compensation received by any Executive Officer, as determined pursuant to this Policy. The Committee shall determine, in its sole and absolute discretion, the timing and method for recovering Erroneously Awarded Compensation, to the extent permitted under the Listing Rule and in compliance with (or pursuant
to an exemption from the application of) Section 409A of the Code, which may include without limitation (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, (c) canceling or offsetting against any future payable or planned compensation (including, without limitation, base salary or cash or equity-based awards), (d) forfeiture of deferred compensation and (e) any other method authorized by applicable law or contract. The Company’s recovery obligation pursuant to this Section 4 shall not apply if any of the following conditions are met and the Committee determines that such recovery would be impracticable:
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i.The
direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to NYSE;
ii.Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must
obtain an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation, and provide a copy of the opinion to NYSE; or
iii.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code and regulations thereunder.
5.Indemnification Prohibition. The Company is prohibited from (a) indemnifying any Executive Officer against the loss of any Erroneously Awarded Compensation and (b) paying, or reimbursing any Executive Officer for, the cost of any
insurance to cover any such loss.
6.Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by applicable SEC filings.
7.Amendment; Termination. The Board may amend this Policy from time to time in its sole and absolute discretion and shall amend this Policy as it deems necessary to comply with applicable laws, rules or regulations, including SEC rules or the rules of any national securities exchange or a national securities association on which the
Company’s securities are listed. The Board may terminate this Policy at any time. Notwithstanding anything to the contrary, no amendment or termination of this Policy shall adversely affect in any material way any Incentive-Based Compensation approved, granted, awarded, earned or paid to an Executive Officer prior to the effective date of such amendment or termination, except solely to the extent such amendment or termination is required by applicable laws, rules or regulations, including SEC rules or the rules of any national securities exchange or a national securities association on which the Company’s securities are listed.
8.Other Recoupment Rights. The Committee intends that this Policy will be applied to the fullest extent of the law. The
Committee may, as a condition to the grant of any benefit and employment with the Company or its subsidiaries, require an Executive Officer to acknowledge and agree that any employment agreement, award agreement or other agreement entered into or provided to such Executive Officer shall be subject to the
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terms of this Policy; provided, however, that the Committee’s failure to do so shall not serve as a waiver of the Company’s rights or such Executive Officer’s obligations under this
Policy with respect to any such employment agreement, award agreement or other agreement. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, rule or regulation or pursuant to the terms of any similar policy in any employment agreement, award agreement or similar agreement and any other legal remedies available to the Company. Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against an Executive Officer arising out of or resulting from any
actions or omissions by the Executive Officer.
9.Successors. This Policy is binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
10.Governing Law; Venue. This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Ohio, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or relating to this Policy shall be heard and determined exclusively in the courts of the State of Ohio, County of Franklin, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District
of Ohio.
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Dates Referenced Herein and Documents Incorporated by Reference
