document.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(D)
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OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): February 10,
2009
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M/I HOMES, INC.
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(Exact
name of registrant as specified in its charter)
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Ohio
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1-12434
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31-1210837
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation or Organization)
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File
Number)
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Identification
No.)
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3 Easton Oval, Suite 500,
Columbus, Ohio
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43219
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(614) 418-8000
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(Telephone
Number)
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N/A
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(Former
name or former address, if changed since last
report)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a.12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 5 - Corporate Governance and
Management
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Item
5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) The
Compensation Committee (the “Committee”) of the Board of Directors of M/I Homes,
Inc. (the “Company”), at its meeting held on February 10, 2009, took the
following action with respect to the performance-based incentive compensation
earned by each of Robert H. Schottenstein, Chairman and Chief Executive Officer,
Phillip G. Creek, Executive Vice President and Chief Financial Officer, and J.
Thomas Mason, Executive Vice President, General Counsel and Secretary, for the
2008 fiscal year:
As
previously reported in a Current Report on Form 8-K filed on February 12, 2008,
on February 10, 2008, the Committee established the award formulas and
performance goals for the cash performance-based incentive compensation that
Messrs. Schottenstein, Creek and Mason were eligible to receive for the 2008
fiscal year. Under the 2008 award formulas and performance goals, the
amount of the cash bonus which could be received by each of Messrs.
Schottenstein, Creek and Mason with respect to the 2008 fiscal year was based:
(1) 50% on the Company’s achievement specified levels of income; (2) 30% on the
Company’s achievement of specified homebuyer satisfaction ratings; and (3) 20%
on the Company's performance with respect to certain performance criteria, which
may include financial condition, liquidity, land position, expense control and
reduction, and/or progress on strategic initiatives, as determined by the
Committee.
After
reviewing 2008 results, the Committee has determined that (A) Messrs.
Schottenstein, Creek and Mason did not earn any cash bonus with respect to Items
(1) and (3) above and (B) based on the Company’s achievement of the specified
homebuyer satisfaction ratings, Messrs. Schottenstein, Creek and Mason were
eligible to receive $594,169, $282,938 and $79,223, respectively, with respect
to Item (2) above (the “2008 Homebuyer Satisfaction Ratings
Bonus”). Notwithstanding the Company’s achievement of the specified
homebuyer satisfaction ratings, based on conditions in the homebuilding industry
and the Company’s performance, the Committee, on February 10, 2009, elected to
pay each executive’s Homebuyer Satisfaction Ratings Bonus partly in cash and
partly in stock options as opposed to entirely in cash as provided in the award
formulas and performance goals. Specifically, the Committee elected
to pay 25%, 50% and 75% of Messrs. Schottenstein’s, Creek’s, and Mason’s
respective 2008 Homebuyer Satisfaction Ratings Bonus in cash and 75%, 50% and
25% of their respective 2008 Homebuyer Satisfaction Ratings Bonus in stock
options based on the grant date fair value of the options as determined in
accordance with SFAS No. 123(R). As a result, Messrs.
Schottenstein, Creek and Mason received cash bonuses of $148,542, $141,469 and
$59,417, respectively, and non-qualified stock options to purchase 135,038,
42,869 and 6,002 common shares of the Company, respectively, as payment for
their respective 2008 Homebuyer Satisfaction Ratings Bonus. The
Committee granted the stock options under the Company’s 1993 Stock Incentive
Plan as Amended (which plan has been approved by the Company’s shareholders) and
that certain form of Option Agreement filed as part of Exhibit 4 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1999. Each stock option award will vest and become exercisable in
full on February 10, 2011, the second anniversary of the date of grant, subject
to the applicable executive officer’s continued employment with the Company on
the vesting date and has an exercise price of $7.85 per share, the closing price
of the Company’s common shares on the date of grant. The stock
options granted in respect of the 2008 Homebuyer Satisfaction Ratings Bonus were
not made in lieu of the Company’s annual service-based stock option
awards.
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: February
13, 2009
M/I
Homes, Inc.
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By:
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/s/ Ann Marie W. Hunker
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Ann
Marie W. Hunker
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Vice
President, Controller and
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Chief
Accounting
Officer
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