8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2006

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)	IdentificationNo.)

3 Easton Oval, Suite 500, Columbus, Ohio	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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of M/I Homes, Inc. (the “Company”), at its meeting held on February 13, 2006, took the following actions with regard to compensation of the Company’s executive officers :

1.	The Committee approved a new annual base salary of $650,000 for Robert H. Schottenstein, Chairman and Chief Executive Officer. This increase of $100,000 was based on Mr. Schottenstein’s performance and a review of industry comparisons.
2.	The Committee approved a new annual base salary of $600,000 for Steven Schottenstein, Vice Chairman and Chief Operating Officer,. This increase of $100,000 was based on Mr. Schottenstein’s performance and a review of industry comparisons.
3.	The Board designated J. Thomas Mason, Senior Vice President, General Counsel and Secretary of the Company an executive officer of the Company. The Committee approved Mr. Mason’s annual base salary of $300,000.
4.	Pursuant to the terms of the Company’s 2004 Executive Officers Compensation Plan (the “Plan”), which was adopted by the Board in March 2004 and approved by the Company’s shareholders at its 2004 Annual Meeting of Shareholders, the Committee established Award Formulas and Performance Goals (each as defined in the Plan), including targets for net income and the return on beginning equity for each executive officer for their 2006 performance bonus under the Plan as well as the maximum performance bonus they are eligible to receive under the Plan in 2006. Attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated by reference herein is a copy of each executive officer’s Award Formulas and Performance Goals for their 2006 performance bonus under the Plan.

In addition to the above actions taken by the Committee, the Board, at its meeting on February 13, 2006, took the following actions with regard to compensation of the Company’s executive officers and directors:

1. The Board adopted the M/I Homes, Inc. President’s Circle Bonus Pool Plan (the “Bonus Pool Plan”) pursuant to which certain members of the Company’s management team, including the executive officers, are eligible to receive an annual cash bonus payment (commencing with respect to fiscal year 2006) based on the Company’s pre-tax income. Under the terms of the Bonus Pool Plan, during each fiscal year the Plan is in effect, the Company may credit an amount to a bonus pool that is equal to a percentage of the Company’s pre-tax income as determined by the Committee for that fiscal year. The amount allocated to the bonus pool for a given fiscal year is then allocated to the participants’ individual accounts under the Bonus Pool Plan on a pro-rata basis based upon the number of participants. Each participant is eligible to receive an annual cash payment equal to 25% of his or her account balance. A copy of the Bonus Pool Plan is attached hereto as Exhibit 10.5 and incorporated herein by reference.

2. The Board (a) established a Planning Committee of the Board (and appointed current directors, Joseph A. Alutto and Friedrich K.M. Böhm, to the Planning Committee), and (b) in connection therewith, approved the payment of $10,000 to each of these directors for his service on the Planning Committee during fiscal year 2006. Such payment will be made quarterly, and is in addition to the $50,000 annual cash retainer that each of these directors receives for his service on the Board and its other committees.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On February 13, 2006, Lewis R. Smoot, Sr., an independent director of the Company’s Board, informed the Company of his decision not to seek re-election at the Company’s 2006 Annual Meeting of Shareholders. Mr. Smoot, 72, has served on the Company’s Board since 1993. In connection with Mr. Smoot’s decision, the Board has nominated Yvette McGee Brown to stand for election at the Company’s 2006 Annual Meeting. A copy of the press release announcing Mr. Smoot’s decision and Ms. McGee Brown’s nomination is attached hereto as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.	Description of Documents
10.1	2006 Award Formulas and Performance Goals - Chairman and Chief Executive Officer
10.2	2006 Award Formulas and Performance Goals - Vice Chairman and Chief Operating Officer
10.3	2006 Award Formulas and Performance Goals - Senior Vice President and Chief Financial Officer
10.4	2006 Award Formulas and Performance Goals - Senior Vice President, General Counsel and Secretary
10.5	M/I Homes, Inc. President’s Circle Bonus Pool Plan
99.1	Press release dated February 17, 2006

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 17, 2006

M/I Homes, Inc.

By:	/s/ Phillip G. Creek
	Phillip G. Creek
	Senior Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

Index to Exhibits

Exhibit No.	Description of Documents
10.1	2006 Award Formulas and Performance Goals - Chairman and Chief Executive Officer
10.2	2006 Award Formulas and Performance Goals - Vice Chairman and Chief Operating Officer
10.3	2006 Award Formulas and Performance Goals - Senior Vice President and Chief Financial Officer
10.4	2006 Award Formulas and Performance Goals - Senior Vice President, General Counsel and Secretary
10.5	M/I Homes, Inc. President’s Circle Bonus Pool Plan
99.1	Press release dated February 17, 2006

EX-10.1

Exhibit 10.1

M/I Homes

Award Formulas and Performance Goals

Chairman and Chief Executive Officer

Effective January 1, 2006

In accordance with the terms of the M/I Homes 2004 Executive Officer Compensation Plan (the “Plan”), the Compensation Committee (the “Committee”) shall, for each Participant, establish the award formulas and performance goals (as those terms are defined in the Plan) annually to be measured to determine the amount of bonus awards for each Plan Year. The following are the performance goals and award formulas for the 2006 Plan Year for the Chairman/Chief Executive Officer. As stated in the Plan, the maximum amount that any Executive Officer can receive in one year is 500% of his 2004 base salary.

I.	Net Income: In the event the net income of the Company is at least 75% of previous year’s net income, the Chairman/Chief Executive Officer will receive 70% of December 31 base salary. 272% will be earned at 100% of previous year’s net income; and a maximum bonus of 292% will be earned at 10% higher than previous year’s net income .
II.	Return on Beginning Equity(“ROE”): If the ROE of the Company is 10%, the Chairman/Chief Executive Officer will receive 50% of December 31 base salary, with the amount increasing to a maximum of 73% at 20% ROE .

2006 cash bonus is capped at 350% of 12/31/06 base salary.

PAYMENT

The individual must be employed in this capacity with the Company on the date bonuses are distributed to receive a bonus. No amounts are considered due or payable if the employment relationship with the Company is terminated.

ACKNOWLEDGED:

_____________________________________________________________________

Name         &# 160;  Date

EX-10.2

Exhibit 10.2

M/I Homes

Award Formulas and Performance Goals

Vice Chairman and Chief Operating Officer

Effective January 1, 2006

In accordance with the terms of the M/I Homes 2004 Executive Officer Compensation Plan (the “Plan”), the Compensation Committee (the “Committee”) shall, for each Participant, establish the award formulas and performance goals (as those terms are defined in the Plan) annually to be measured to determine the amount of bonus awards for each Plan Year. The following are the performance goals and award formulas for the 2006 Plan Year for the Chief Operating Officer. As stated in the Plan, the maximum amount that any Executive Officer can receive in one year is 500% of his 2004 base salary.

I.	Net Income: In the event the net income of the Company is at least 75% of previous year’s net income, the Chief Operating Officer will receive 70% of December 31 base salary. 272% will be earned at 100% of previous year’s net income; and a maximum bonus of 292% will be earned at 10% higher than previous year’s net income.
II.	Return on Beginning Equity(“ROE”): If the ROE of the Company is 10%, the Chief Operating Officer will receive 50% of December 31 base salary, with the amount increasing to a maximum of 73% at 20% ROE.

2006 cash bonus is capped at 350% of 12/31/06 base salary.

PAYMENT

The individual must be employed in this capacity with the Company on the date bonuses are distributed to receive a bonus. No amounts are considered due or payable if the employment relationship with the Company is terminated.

ACKNOWLEDGED:

_______________________________________________________________________

Name         &# 160; Date

EX-10.3

Exhibit 10.3

M/I Homes

Award Formulas and Performance Goals

Senior Vice President and Chief Financial Officer

Effective January 1, 2006

In accordance with the terms of the M/I Homes 2004 Executive Officer Compensation Plan (the “Plan”), the Compensation Committee (the “Committee”) shall, for each Participant, establish the award formulas and performance goals (as those terms are defined in the Plan) annually to be measured to determine the amount of bonus awards for each Plan Year. The following are the performance goals and award formulas for the 2006 Plan Year for the Chief Financial Officer. As stated in the Plan, the maximum amount that any Executive Officer can receive in one year is 500% of his 2004 base salary.

I.	Net Income: In the event the net income of the Company is at least 75% of previous year’s net income, the Chief Financial Officer will receive 40% of December 31 base salary. 200% will be earned at 100% of previous year’s net income t; and a maximum bonus of 208% will be earned at 10% higher than previous year’s net income.
II.	Return on Beginning Equity (“ROE”): If the ROE of the Company is 10%, the Chief Financial Officer will receive 10% of December 31 base salary, with the amount increasing to a maximum of 52% at 20% ROE.

2006 cash bonus is capped at 250% of 12/31/06 base salary.

PAYMENT

The individual must be employed in this capacity with the Company on the date bonuses are distributed to receive a bonus. No amounts are considered due or payable if the employment relationship with the Company is terminated.

ACKNOWLEDGED:

_________________________________________________________________________

Name        &# 160;  Date

EX-10.4

Exhibit 10.4

M/I Homes

Award Formulas and Performance Goals

Senior Vice President, General Counsel and Secretary

Effective January 1, 2006

In accordance with the terms of the M/I Homes 2004 Executive Officer Compensation Plan (the “Plan”), the Compensation Committee (the “Committee”) shall, for each Participant, establish the award formulas and performance goals (as those terms are defined in the Plan) annually to be measured to determine the amount of bonus awards for each Plan Year. The following are the performance goals and award formulas for the 2006 Plan Year for the Senior Vice President General Counsel. As stated in the Plan, the maximum amount that any Executive Officer can receive in one year is 500% of his 2004 base salary.

I.	Net Income: In the event the net income of the Company is at least 75% of previous year’s net income, the Senior Vice President General Counsel will receive 10% of December 31 base salary. 74% will be earned at 100% of previous year’s net income; and a maximum of 84% will be earned at 10% higher than previous year’s net income.
II.	Return on Beginning Equity (“ROE”): If the ROE of the Company is 10%, the Senior Vice President General Counsel will receive 5% of December 31 base salary, with the amount increasing to a maximum of 21% at 20% ROE.

2006 cash bonus is capped at 100% of 12/31/06 base salary.

PAYMENT

The individual must be employed in this capacity with the Company on the date bonuses are distributed to receive a bonus. No amounts are considered due or payable if the employment relationship with the Company is terminated.

ACKNOWLEDGED:

_________________________________________________________________________

Name        &# 160;   Date

EX-10.5

Exhibit 10.5

M/I HOMES, INC.

PRESIDENT’S CIRCLE

BONUS POOL PLAN

Section 1. Purpose.

This Plan is intended to foster and promote the financial success of the Company by providing employees who are members of the Company’s President’s Circle with the opportunity to earn incentive compensation if specified objectives are met.

Section 2. Definitions.

Whenever used in this Plan, the following terms have the meanings given to them in this Section 2, unless another meaning is expressly provided elsewhere in this Plan. When applying these definitions and any other word, term or phrase used in this Plan, the form of any word, term or phrase will include any and all of its other forms.

(a)“Account” means a bookkeeping account established for each Participant that reflects all allocations and payments pursuant to Section 4.

(b)“Beneficiary” means the individual or trust designated in writing by the Participant to be paid the balance in the Participant’s Account following the death of the Participant. If no Beneficiary is designated in writing, the Participant’s Beneficiary shall be his or her estate.

(c)“Bonus Pool” means the bonus pool described in Section 4.1.

(d)“Change in Control” means an event described in Code Section 409A(a)(2)(A)(v) and the regulations thereunder.

(e)“Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings or regulations issued under the Code.

(f)“Committee” means the Compensation Committee of the Company’s Board of Directors.

(g)“Company” means M/I Homes, Inc. and its consolidated subsidiaries.

(h)“Participant” means any employee of the Company who is a member of the Company’s President’s Circle. An individual shall immediately cease to be a Participant upon termination of employment.

(i)“Plan” means the M/I Homes, Inc. President’s Circle Bonus Pool Plan.

(j)“Plan Year” means each calendar year the Plan remains in effect commencing with calendar year 2006.

(k)“Pre-Tax Income” means the Company’s pre-tax income for the applicable Plan Year as computed by the Company and reflected in the Company’s audited financial statements for such Plan Year.

(l)“President’s Circle” means the executive officers of the Company (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) and such other employees of the Company who are designated as President’s Circle members by the Company’s executive officers.

Section 3. Administration of the Plan.

The Plan shall be administered by the Committee. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan; provided, however, that the Committee may delegate its authority to administer the Plan under this Section 3 with respect to employees who are not executive officers of the Company to any of the executive officers of the Company.

Section 4. Bonus Awards.

4.lBonus Pool Credit. Subject to the terms of this Section 4, for each Plan Year the Company may credit an amount to a Bonus Pool account that is equal to a percentage of the Company’s Pre-Tax Income (if any) as determined by the Committee for that Plan Year.

4.2Establishment of Account. Upon an individual becoming a Participant, an Account shall be established for such Participant. Subject to the terms of this Section 4, such Participant’s Account will thereafter be allocated such Participant’s share (if any) of each annual Bonus Pool credit (if any) and such Participant’s Account shall be reduced by the amount of all payments made to such Participant pursuant to the Plan.

4.3Allocation of Bonus Pool Credits. Subject to the terms of this Section 4, the Bonus Pool credit made by the Company for a Plan Year (if any) shall be allocated to the Accounts of the Participants entitled to receive an allocation for such Plan Year on a pro-rata basis based upon the number of such Participants; provided, however, that (a) if an individual was admitted to the President’s Circle on or after January 1 and prior to July 1 of the Plan Year for which a Bonus Pool credit is being allocated, that Participant shall receive only a fifty percent (50%) allocation of the amount otherwise allocable to him or to her for that Plan Year, and (b) if an individual was admitted to the President’s Circle after June 30 of the Plan Year for which a Bonus Pool credit is being allocated, that Participant shall receive no allocation for that Plan Year; and, further provided, however, that a Participant shall not receive any allocation pursuant to this Section 4.3 if such Participant is not a member of the President’s Circle on the last day of the Plan Year for which such allocation is being made.

4.4Periodic Payment of Bonus Pool Awards. On July 1 of each year or as soon as reasonably practicable thereafter but not later than September 15 of such year, each Participant may receive a single sum cash payment from the Plan equal to twenty-five percent (25%) of his or her Account balance as of July 1 of such year. The Committee shall have sole discretion to determine if an executive officer of the Company will receive such a payment and the Committee (unless delegated to the executive officers of the Company pursuant to Section 3) shall have sole discretion to determine if any other Participant shall receive such a payment.

4.5Payment of Account Balance following Death. A Participant’s entire Account balance shall be paid to the Participant’s Beneficiary in a single sum cash payment as soon as reasonably practicable following the Participant’s death.

4.6Payment of Account Balance upon Change in Control. Notwithstanding any other provision of the Plan, a Participant’s entire Account balance shall be paid to the Participant in a single sum cash payment upon a Change in Control and the Plan shall terminate. Such payment shall be made at the time that the transaction giving rise to the Change in Control is closed.

4.7Forfeiture of Account. A Participant’s entire Account balance shall be immediately forfeited upon termination of employment for any reason other than death.

Section 5. General Provisions.

5.1Assignability. Subject to Section 4.5, a Participant may not transfer, alienate, pledge, hypothecate, encumber or otherwise assign any rights under the Plan.

5.2Amendment, Modification and Termination of the Plan. The Committee may terminate, modify or amend the Plan at any time and any such amendment or modification to, or termination of, the Plan may reduce or eliminate any Participant’s Account balance or otherwise eliminate rights granted or benefits accrued under the Plan without the consent of the affected Participant. Except to the extent permitted under Section 409A of the Code, Plan termination will not accelerate the distribution of any Plan benefits. Instead, Plan benefits will be distributed on the dates the Plan benefits would have been paid had the Plan not been terminated.

5.3No Right to Continued Employment or Bonus. Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in the employment of the Company. No Participant shall have any claim that the Company is obligated to make a Bonus Pool credit or payment to any Participant for any Plan Year.

5.4Tax and Benefits Withholding. The Company will withhold from the amounts distributed to a Participant pursuant to the Plan an amount sufficient to satisfy all applicable federal, state and local withholding tax requirements and shall withhold any amount it is required to withhold pursuant to the terms of the Company’s employee benefit plans.

5.5Severability. If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

5.6No Funding. Amounts payable under the Plan are payable only from the general assets of the Company and the accrual of benefits under the Plan shall constitute an unfunded, unsecured promise by the Company to pay such amounts. No trust is created under the Plan to hold any assets. Nothing contained in the Plan shall constitute a guaranty by the Company that the assets of the Company shall be sufficient to pay any benefits hereunder.

5.7Governing Law. The Plan shall be construed in accordance with and governed by the laws of the State of Ohio.

This plan is adopted by M/I Homes, Inc. on this 13^th day of February, 2006 to be effective January 1, 2006.

M/I HOMES, INC.

By: /s/Robert H. Schottenstein 

Name: Robert H. Schottenstein

Title: Chairman, Chief Executive Officer and President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:Phillip G. Creek

     Senior Vice President, Chief Financial Officer

     M/I Homes, Inc.

     (614) 418-8011

CHANGES TO M/I HOMES

BOARD OF DIRECTORS

Columbus, Ohio (February 17, 2006) - M/I Homes, Inc. (NYSE: MHO) today announced that Lewis R. Smoot, Sr., an independent director of the Company’s Board, has informed the Company of his decision not to stand for re-election at the Company’s 2006 Annual Meeting. In connection with Mr. Smoot’s decision, the Company announced that the Board has nominated The Honorable Yvette McGee Brown to stand for election at the Company’s 2006 Annual Meeting.

Lewis R. Smoot, Sr., President and Chief Executive Officer of The Smoot Corporation, a construction contractor and management concern, has been on M/I’s Board since 1993. During his tenure, Mr. Smoot has served on the Executive Committee and as Chairman of the Nominating and Governance Committee. M/I Homes Chairman and CEO Robert H. Schottenstein stated “Lewis has served with great distinction as a member of our Board since 1993. His counsel, wisdom and guidance have contributed greatly to the success and growth of our business for which we are sincerely grateful. We have benefited from his leadership and expertise and wish our very good friend and colleague the very best.”

In connection with Mr. Smoot’s decision and upon recommendation by the Nominating and Governance Committee, the Board has nominated The Honorable Yvette McGee Brown, President of The Center for Child and Family Advocacy at Columbus Children’s Hospital, to stand for election to the Board of Directors. Mr. Schottenstein stated, “We are delighted at the prospect of adding Yvette to the M/I Homes Board. Yvette enjoyed a distinguished career as a judge and has received numerous honors for her public service and community involvement. We will benefit from her leadership experience and look forward to her contributions to our Company.” Mr. Smoot added “We are pleased that Yvette has accepted our invitation to stand for election to the M/I Homes Board and I am honored to have her nominated to follow my service to the Company.”

Prior to her role as President of The Child for Center and Family Advocacy, Ms. McGee Brown served as a Judge in the Franklin County Court of Common Pleas, Division of Domestic Relations and Juvenile Court. She also serves on the Board of Directors of Fifth Third Bank of Central Ohio; Capital University; The Ohio State University Alumni Association; The Columbus Coalition Against Family Violence; the Ohio Network of Child Advocacy Centers; and the YWCA. Ms. McGee Brown also chairs the Columbus Catholic Diocese Board of Review for the Protection of Young Children.

M/I Homes, Inc. is one of the nation’s leading builders of single-family homes, having delivered nearly 64,000 homes. The Company’s homes are marketed and sold under the trade names M/I Homes, Showcase Homes and Shamrock Homes. The Company has homebuilding operations in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Tampa, Orlando and West Palm Beach, Florida; Charlotte and Raleigh, North Carolina; Delaware; and the Virginia and Maryland suburbs of Washington, D.C.