M/I Homes, Inc. (MHO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of M/I Homes. [Operator Instructions] It is now my pleasure to turn today's meeting over to Robert H. Schottenstein, Chairman, Chief Executive Officer and President of M/I Homes. The floor is yours.

Thank you. Good morning, and welcome to the 2024 Annual Meeting of the Shareholders of M/I Homes. My name is Bob Schottenstein, and I'm the Chief Executive Officer and Chairman of the Board of Directors. We are holding this year's annual meeting in a virtual-only format. I would now like to take a moment to introduce the other directors of the company who are present electronically for today's meeting. First, Bill Creek, who is also an Executive Vice President and Chief Financial Officer of the company; Michael Glimcher; Lisa Ingram; Nancy Kramer; Bruce Soll, Norman Traeger and Kumi Walker. If the meeting will now come to order, I would like to ask Susan Krohne, Chief Legal Officer of our company and Secretary, who will act as secretary of this meeting and run the formal part of this meeting to report on the notice for this meeting.

Thank you, Bob, and good morning, everyone. First, if you have not already done so, please take a moment to familiarize yourself with the rules of conduct for this annual meeting, which are posted on the meeting center screen. On April 10 of this year, written notice of this meeting, our annual report, a proxy statement and a proxy card were mailed to all shareholders of record at the close of business on March 19, 2024, the record date for this meeting. The tabulation of today's vote will be conducted by Tammie Marshall of Computershare, the company's registrar and transfer agent, who will act as inspector of elections for this annual meeting. In addition to counting the votes, Ms. Marshall will also determine the number of votes which are present in person or by proxy. Ms. Marshall has made available on the meeting center screen, a list of shareholders of record certified as of the record date. This list will remain open for inspection by shareholders until the close of the meeting. A copy of the proxy statement and annual report are also available on the meeting center screen. If you joined this virtual meeting as a shareholder and you have already submitted a proxy, you do not need to vote during the meeting. If however, you have joined the meeting as a shareholder and wish to vote during the meeting, you may do so by clicking on the cast your vote link that is located on the left side of the meeting center screen and at any time before we declare the polls closed. The polls are now open, and we will close the polls immediately following the consideration of the last matter to be voted upon at this meeting. I now ask Ms. Marshall to report on the number of votes entitled to be cast at this meeting.

Thank you, Ms. Secretary. As of the record date, there were 27,756,658 common shares outstanding and votes eligible to be cast at this annual meeting. Of such amount, 25,550,236 shares are present in person or by properly executed proxy. As a result, a quorum exists for this meeting.

Thank you. There are 3 matters to be considered at this annual meeting. First, the election of 3 directors for terms expiring in 2027. Second, an advisory resolution to approve the compensation of the company's named Executive Officer known as say-on-pay; and third, a proposal to ratify the appointment of Deloitte & Touche as the company's accounting firm for 2024. Please note that shareholders will have the opportunity to ask questions regarding each matter being voted upon at this meeting when such matter is addressed. In addition, shareholders will have the opportunity to ask questions about the company following the formal part of this annual meeting. [Operator Instructions] With respect to the first matter, the 3 nominees for election as directors are Michael P. Glimcher, Elizabeth K. Ingram and Kumi D. Walker. Subject to our majority voting policy described in the proxy statement, a plurality of the votes of the outstanding common shares is required to elect each nominee. May I have a motion with respect to the election of directors.

My name is Ann Marie Hunker, and I'm a shareholder of the company. I move for the adoption of the following resolution. Resolve that Michael P. Glimcher, Elizabeth K. Ingram and Kumi D. Walker be elected to serve as directors of M/I Homes until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation, removal from office or death.

My name is Scott Turner, and I'm a shareholder of the company. I second the motion.

Thank you. Are there any questions regarding this matter? We will now turn to the second matter, which is the approval on an advisory basis of the compensation of the company's named executive officers. The affirmative vote of the majority of the outstanding common shares is required to approve this proposal. May I have a motion with respect to this matter.

I move for the adoption of the following resolution, resolve that the shareholders approve on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement.

I second the motion.

Thank you. Are there any questions regarding this matter? We will now turn to the third matter, which is the ratification of the appointment of Deloitte & Touche as the company's accounting firm for 2024. The affirmative vote of the majority of the outstanding common shares is required to ratify the appointment. May I have a motion with respect to this matter.

I move for the adoption of the following resolution: Resolve that the appointment of Deloitte & Touche as M/I Homes accounting firm for 2024 is ratified on behalf of the company.

I second that motion.

Thank you. Are there any questions regarding this matter? At this time, I now ask those shareholders who intend to vote during the meeting and have not already done so to complete the submission of their votes on the meeting center screen. [Voting]

At this time, I declare the polls closed. Ms. Marshall, will you please report.

Yes. Thank you Ms. Secretary and Mr. Chairman, I hereby report that Michael P. Glimcher, Elizabeth K. Ingram and Kumi D. Walker have been elected to the company's Board of Directors; two, the compensation of the company's named executive officers has been approved by the shareholders; and three, the ratification and appointment of Deloitte & Touche as the company's accounting firm for 2024 has been approved.

Thank you, Ms. Marshall. The certificate of the inspector of elections will be included in the records of the meeting. The formal part of this meeting is concluded, and we will now answer appropriate general questions submitted by our shareholders, if any. . Okay. There are no questions. The meeting is concluded.

This concludes the meeting. You may now disconnect.