0001646228
false
0001646228
2020-11-20
2020-11-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 24,2020 (November
20, 2020)
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
HOME |
|
New York Stock Exchange |
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
¨
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. ¨
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 20, 2020, the Board of Directors
(the “Board”) of At Home Group Inc. (the “Company”) appointed Mr. Kenneth Simril, age 55, as a Class III
director. Mr. Simril has been appointed to serve as an independent member of the Board.
Mr. Simril will hold office until the annual
meeting of stockholders to be held in 2022 and until his successor shall be elected and qualified or until his earlier death, resignation,
retirement, disqualification, or removal.
Mr. Simril was not appointed to the Board
pursuant to any arrangement or understanding with any other person. Mr. Simril does not have any family relationships with
any director or executive officer of the Company and there are no transactions in which Mr. Simril has an interest requiring disclosure
under Item 404(a) of Regulation S-K. The Board has determined that Mr. Simril satisfies the definition of “independent
director” under the rules and regulations of the New York Stock Exchange (the “NYSE”).
In connection with his appointment to the
Board, Mr. Simril will be compensated in accordance with the Company’s non-employee director compensation program.
Mr. Simril is President and Chief
Executive Officer of Fleischmann’s Ingredients, a position he has held since 2006. Prior to joining
Fleischmann’s, Mr. Simril was the Chief Financial Officer and Chief Operations Officer of Clipper Corporation, a
manufacturer of both custom and semi-custom items for the food service industry. Before Clipper Corporation, Mr. Simril was
the Chief Financial Officer of ClearPath Networks Inc. He has also served in various finance and engineering roles with Mobil
Oil Corporation and Exxon Mobil Corporation. Mr. Simril currently serves as an Independent Director of American Funds managed
by the Capital Group. Mr. Simril is a graduate of the University of Southern California where he received his BS in Petroleum
Engineering. He received his MBA from Harvard Business School.
The Company will enter into its 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 Company’s Registration Statement on Form S-1 (File No. 333-206772) and is incorporated herein
by reference, with Mr. Simril.
Item 7.01. Regulation FD Disclosure.
On November
20, 2020, the Company issued a press release announcing the appointment of Mr. Simril. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
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:
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: November 24, 2020 |
By: |
/s/ MARY JANE BROUSSARD |
| |
|
Name: |
Mary Jane Broussard |
| |
|
Title: |
Chief Administrative Officer, General Counsel & Corporate Secretary |
