UNITED
STATES
SEURITIES
AND EXHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
Filer by
Registrant x Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant of §240.14a-12
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M/I
Homes, Inc.
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(Name
of Registrant as Specified In its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
for Filing Fee (Check the appropriate box):
x No Fee
required
o Fee computed on table
below per Exchange Act Rule 14a-6(i)94) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o Fee paid previously
with preliminary materials.
o Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or
Schedule and date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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No.:
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Filing
Party:
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(4)
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Date
Filed:
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April 29,
2009
Mr. Talon
Torressen
Fidelity
Management & Research Company
Investment
Proxy Research Group
82
Devonshire Street
Boston,
MA 02109
Re: M/I
Homes Inc.
Dear Mr.
Torressen:
Thank you
for taking the time to discuss with M/I Homes, Inc. its proposed 2009 Long-Term
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 May 5, 2009.
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 2009 fiscal year that Article XI of the Plan be amended by
deleting the last sentence of that Article and inserting the following sentence
in its place:
Except as
otherwise provided in the Plan, the vesting conditions of an Award may only be
accelerated upon the death, termination due to Disability, or Retirement of the
Participant.
If you
have any questions regarding the foregoing, please call me at your
convenience.
Very
truly yours,
/s/
J. Thomas Mason
Executive
Vice President,
General
Counsel and Secretary