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): August 29, 2018

AT HOME GROUP INC.

(Exact name of registrant as specified in charter)

Delaware	001-37849	45-3229563
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1600 East Plano Parkway Plano, Texas	75074
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 265-6227

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2018, At Home Group Inc. (the “Company”) announced that Judd Nystrom, Chief Financial Officer, will be leaving the Company after a transition period to pursue other opportunities. Mr. Nystrom expects to continue in his role as Chief Financial Officer until his successor assumes the position.

The Company further announced that Jeff Knudson, age 43, was appointed as the Company’s Chief Financial Officer, effective September 28, 2018.

Mr. Knudson most recently served as Senior Vice President, Finance and Retail Controller for CVS Health Corporation from January 2012 to September 2018. Prior to that, he served as Vice President of Finance and Accounting at CVS Caremark from July 2008 to December 2011, Director, Treasury/Mergers and Acquisitions at Limited Brands, Inc. from October 2006 to June 2008, and held various positions, including Director, Mergers and Acquisitions, at Express Scripts, Inc. from March 2001 to September 2006. Mr. Knudson began his career with PricewaterhouseCoopers LLP and holds a B.S.B.A. in Accountancy from the University of San Diego.

Mr. Knudson entered into an offer letter with the Company as of August 27, 2018, which provides for an annual base salary of $450,000 and eligibility to participate in the Company’s annual incentive program with a target award of 60% of base salary, with a minimum bonus entitlement of $180,000 in respect of the Company’s current fiscal year, subject to Mr. Knudson’s continued employment through the payment date.  The offer letter also entitles Mr. Knudson to an annual equity grant with a targeted fair value of $720,000 as of the grant date, 75% of which shall be in the form of stock options and 25% of which shall be in the form of restricted stock units, in each case, subject to time-vesting in substantially equal annual installments on the first 3 anniversaries of the applicable grant date.  In addition, the offer letter provides that Mr. Knudson will receive a one-time special stock option grant with a targeted fair value of $1.75 million as of the grant date, subject to time vesting over 4 years, with 50% vesting on each of the third and fourth anniversaries of September 28, 2018.  The strike price per share in respect of each of the option grants awarded in respect of Mr. Knudson’s commencement of employment shall be the NYSE closing price of the Company’s common stock on September 28, 2018.

Mr. Knudson will be eligible for relocation benefits in accordance with the Company’s guidelines, subject to his execution of the Company’s standard relocation expense reimbursement agreement upon hire.

In addition, the offer letter provides that Mr. Knudson and the Company expect to enter into a written employment agreement that will provide for, among other things, (i) severance of 12 months’ base salary upon a termination without cause, (ii) restrictive covenants providing for non-competition and non-solicitation during employment and for 12 months thereafter, and (iii) other customary provisions for an executive’s employment with the Company. The foregoing description of the terms of the offer letter between the Company and Mr. Knudson does not purport to be complete and is subject to, and qualified in its entirety by reference to such offer letter, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The Company and Mr. Knudson will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.16 to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-206772) and is incorporated herein by reference.

Mr. Knudson was not hired as Chief Financial Officer pursuant to any arrangement or understanding with any other person. Mr. Knudson does not have any family relationships with any executive officer or director of the Company. Mr. Knudson is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On August 29, 2018, the Company issued a press release announcing the transition of the Company’s Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number	Description
10.1†	Offer Letter from At Home Group Inc. to Jeff Knudson dated as of August 27, 2018.
99.1	Press Release dated August 29, 2018.

†Indicates management contracts or compensatory plans or arrangements in which our executive officers or directors participate.

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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.

	AT HOME GROUP INC.
Date: August 29, 2018	By:	/s/ MARY JANE BROUSSARD
		Name: Mary Jane Broussard
		Title: General Counsel and Corporate Secretary

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EX-10.1

Exhibit 10.1

August 23, 2018

Jeff Knudson

(via electronic delivery)

Dear Jeff,

We’re pleased to confirm our job offer for the role of Chief Financial Officer and are excited to welcome you to the At Home team.

Below are details regarding the compensation and benefits associated with your new role:

·Your annual base salary is $450,000.

·Eligibility to participate in our annual incentive program with a target award of 60% of your base compensation paid during the fiscal year.  Your target award may increase or decrease based on attainment of specified company performance results and will be prorated based on your time in the position for the fiscal year; provided however, your bonus payout for the fiscal year ending January 26, 2019 shall not be less than $180,000, subject to your continued employment through the date of payment thereof.

·An annual equity grant with a targeted Black Scholes value of $720,000 as of the date of grant delivered in the form of options (75%) and restricted stock units (25%) vesting ratably over 3 years and subject to the terms of the grant agreement.

·A one-time special equity grant with a targeted Black Scholes value of $1,750,000 as of the date of grant delivered in the form of options vesting over 4 years, with a 50% vest in years 3 and 4, and subject to the terms of the grant agreement.  The grant date, and date from which vesting commences, for the equity award set forth in this paragraph as well as the annual equity grant set forth in the preceding paragraph, shall be the first day of your employment with the company.  In addition, the grant price for all options shall be the NYSE closing price of the company’s stock on the first day of your employment.

·A relocation benefits in accordance with the company’s guidelines, subject to the execution of the Relocation Expense Reimbursement Agreement upon hire.

·A paid time off benefit of 240 hours annually subject to the use and scheduling guidelines and provisions of the policy. This benefit is accrued each pay period and automatically prorates in your first calendar year for time in role.  The full balance of your prorated accrual in your initial year of employment will be available for use upon hire and will reset annually in January.

·The foregoing provisions will be set forth in a written Employment Agreement, which will also include: a) severance, in the event the company terminates you without cause, in an amount equal to 12 months base salary, (b) provisions for non-competition/non-solicitation for a 12-month period following termination or resignation, and (c) other customary provisions for an executive’s employment with the company.

·Other benefit programs are available to all full-time salaried employees.  Details about these programs will be discussed at orientation and may be reviewed at www.athome.com/teammembers.

Of course, this offer is contingent upon all pre-employment screenings and final approval of our Compensation Committee.  Subsequently, it is an offer for employment-at-will which means that you have the right to terminate your employment at any time with or without reason and that At Home may also terminate your employment at any time with or without reason.   We will review the employee handbook with you at orientation to highlight company policies; however, you may also review the document at www.athome.com/teammembers.

We’re confident you’ll find that At Home offers you a great team environment, challenging work and an opportunity to learn and grow.  We look forward to having you join us on September 28, 2018.

Please confirm your acceptance of this offer by signing below, scanning and returning it via email to egalloway@athome.com.

If you have any questions, please do not hesitate to contact me at 972-265-1291 or via email at lbird@athome.com.

Sincerely,

/s/ LEWIS L. (LEE) BIRD III

Lewis L. (Lee) Bird III

Chairman and Chief Executive Officer

Agreed and accepted on	August 27, 2018	/s/ JEFFREY R. KNUDSON
	Date	Signature

EX-99.1

Exhibit 99.1

At Home Group Inc. Announces CFO Transition

Plano, Texas, August 29, 2018 /PRNewswire/ —

·Current CFO, Judd Nystrom, will be leaving At Home after ensuring a smooth transition

·Jeffrey R. Knudson being named CFO effective September 28, 2018

At Home Group Inc. (NYSE: HOME), the home décor superstore, today announced that Judd Nystrom, Chief Financial Officer, will be leaving At Home after a transition period. The Company is naming Jeffrey R. Knudson, currently Senior Vice President, Finance and Retail Controller at CVS Health, as his successor.

Lee Bird, Chairman and Chief Executive Officer, stated, “After a very impactful five-plus years with the Company, our friend and colleague Judd Nystrom has decided to explore other early-stage growth opportunities. During his time with At Home, Judd has been an integral part of our successful transition from a privately-held organization with less than 60 stores and $364 million in revenue, to a thriving public company that has nearly tripled in size.  We are grateful for his significant contributions to At Home, and on behalf of the entire Company and our Board of Directors, we thank Judd for his outstanding service.”

Bird continued, “We are pleased to announce Jeff Knudson will be joining the At Home team as CFO effective September 28, 2018. Jeff’s strong finance and accounting experience and impressive track record at major retail and consumer companies will add considerable depth to the strong financial team we have in place. With 167 stores today and a long runway of growth ahead, we are excited to have Jeff on board to help drive the continued achievement of our strategic objectives.”

Judd Nystrom, Chief Financial Officer, stated, “It has been a great five plus years with At Home. I am proud of the strong and capable finance team we have built and their tremendous accomplishments during my time with the Company. I look forward to working with Jeff to ensure a smooth and successful transition and watching the entire At Home team continue to deliver strong performance as the Company pursues its long-term potential.”

Knudson brings more than 20 years of experience in accounting, corporate finance and strategic planning to At Home, most recently serving as Senior Vice President, Finance and Retail Controller for CVS Health Corporation since 2012. Prior to his most recent role, he also served as Vice President of Finance and Accounting at CVS Caremark, Director, Treasury/Mergers and Acquisitions at Limited Brands, Inc., and previously Director, Mergers and Acquisitions, at Express Scripts, Inc.  Knudson began his career with PricewaterhouseCoopers LLP and holds a B.S.B.A. in Accountancy from the University of San Diego.

About At Home Group Inc.:

At Home (NYSE: HOME), the home décor superstore, offers more than 50,000 on-trend home products to fit any budget or style, from furniture, mirrors, rugs, art and housewares to tabletop, patio and seasonal décor. At Home is headquartered in Plano, Texas, and currently operates 167 stores in 36 states. For more information, please visit us online at investor.athome.com.

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