UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No.
)
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by
the Registrant x Filed
by a Party other than the Registrant ¨
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appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material Pursuant to §240.14a-12
M/I
Homes, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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of Filing Fee (Check the appropriate box):
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required.
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computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(3) Per
unit
price or other underlying value of transaction computed pursuant to Exchange
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identify the filing for which the offsetting fee was paid previously. Identify
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Filed:
April
24,
2006
Sean
F.
Hanna
Fidelity
Management & Research Company
Investment
Proxy Research Group
19
Congress Street
Boston,
MA 02109
Re:
M/I
Homes, Inc.
Dear
Mr.
Hanna:
Thank
you
for taking the time to discuss with M/I Homes, Inc. its proposed 2006 Director
Equity Incentive Plan (the “Plan”). As you know, our shareholders will be
considering and voting on a proposal to approve the adoption of the Plan
at our
upcoming Annual Meeting of Shareholders on April 27, 2006. We appreciate
Fidelity sharing its thoughts regarding the Plan with us.
Consistent
with the discussions between M/I Homes, Inc. and Fidelity, the purpose of
this
letter is to inform Fidelity that our management will recommend to the Board
of
Directors of M/I Homes, Inc. at a regularly scheduled Board meeting during
the
2006 fiscal year that the Plan be amended in the following
respects:
1. That
Section 7.00 of the Plan be amended to provide that the grant of Whole-Share
Awards under Section 7.00 of the Plan be limited to 5% or less of the Shares
authorized under the Plan;
2. That
Section 3.01 of the Plan be amended to provide that the Compensation Committee
of the Board (or another committee of the Board comprised solely of independent
directors) be responsible for the grant and administration of discretionary
awards to Directors; and
3.
That Section 11.00 of the Plan be amended to provide that shareholder approval
be required to amend the Plan to (a) materially increase the benefits accruing
to participants under the Plan, (b) materially increase the aggregate number
of
Shares that may be issued under the Plan, and (c) materially modify the
requirements as to eligibility for participation in the Plan.
If
you
have any questions regarding the foregoing, please call me at your convenience.
Again, thank you for your assistance and support.
| Very truly yours, |
| /s/ J. Thomas Mason, Esq. |
| J. Thomas Mason, |
| Senior Vice President, General Counsel and |
| Secretary |