AT HOME GROUP INC. (NASDAQ:HOME) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Item 5.02(c): Appointment of Peter S.G. Corsa as
Chief Operating Officer
On December2, 2016, At Home Group Inc. (the Company) announced
that Peter S.G. Corsa, age 48, will be promoted to serve as the
Companys Chief Operating Officer, effective December2, 2016.
Mr.Corsa has served as the Companys Chief Stores Officer since
March2013. Prior to joining the Company, Mr.Corsa served as Vice
President of KSL Resorts from February2011 to March2013, which
operates luxury resorts throughout the United States. Before
this, he served as Executive Vice President of Retail for Stuart
Weitzman from January2006 to February2011. In addition, he served
as Senior Director of Store Operations for Gap from 2004 to 2006,
Senior Director of Loss Prevention for Old Navy from 2002 to
2003, and Director of Store Operations for Old Navy from 1999 to
2002. Mr.Corsa received his Master of Business Administration
from St. Marys College of California and his Bachelors degree in
Political Science from the University of California, Santa
Barbara.
Mr.Corsa does not have any family relationships with any
executive officer or director of the Company.
Mr.Corsa is not a party to any transaction required to be
disclosed to Item 404(a)of Regulation S-K.
Item 5.02(c): Appointment of Becky K. Haislip as Chief
Accounting Officer
On December2, 2016, the Company announced that Becky K. Haislip,
age 53, will be promoted to serve as the Companys Chief
Accounting Officer, effective December2, 2016.
Ms.Haislip has served as the Companys Vice President, Controller
since October2013. Prior to joining the Company, she was employed
by Rent-A-Center,Inc. since 2004, most recently serving as Vice
President,Internal Audit. Prior to that role, Ms.Haislip held a
variety of financial roles with increasing responsibility at
Rent-A-Center, including Corporate Controller, Assistant
Controller and Director of Financial Reporting. Before her time
with Rent-A-Center, Ms.Haislip was a Senior Internal Auditor with
Grant Thornton. She received her Bachelors degree in Accounting
from the University of Texas at Arlington and is a Certified
Public Accountant.
Ms.Haislip does not have any family relationships with any
executive officer or director of the Company.
Ms.Haislip is not a party to any transaction required to be
disclosed to Item 404(a)of Regulation S-K.
The Company and Ms.Haislip will enter into the Companys standard
form of indemnification agreement for directors and officers, a
copy of which was previously filed as Exhibit10.16 to Amendment
No.6 to the Registration Statement on FormS-1 (File
No.333-206772) and is incorporated herein by reference.
Item 5.02(d): Appointment of Elisabeth B. Charles as Board
Member
On December2, 2016, the Board of Directors (the Board) of the
Company increased the size of the Board by one director (to a
total size of nine directors) and filled the vacancy created by
such increase by appointing Ms.Elisabeth B. Charles, age 52, as a
ClassI director, effective December2, 2016. Ms.Charles was
appointed to serve as an independent member of the Board.
Ms.Charles will hold office until the date of the Companys 2017
Annual Meeting of Stockholders and until her successor shall be
elected and qualified or until her earlier death, resignation,
retirement, disqualification or removal. Ms.Charles will serve on
the Compensation Committee.
Ms.Charles is Senior Vice President and General Manager of Old
Navy Outlet, a role she assumed in November2016. Since joining
Old Navy, she also served as Interim Chief Marketing Officer from
Mayto October2016. Prior to joining Old Navy, Ms.Charles was
Senior Vice President/Chief Marketing Officer, Marketing and
Customer Engagement of Athleta from March2015 through May2016.
From February2009 through August2014, Ms.Charles was Senior Vice
President, Chief Marketing Officer and Executive Committee Member
of Petco Animal Supplies,Inc. Prior to that, she served as
Executive Vice President of Marketing of Victoria Secret Stores
from February2005 through October2008 and served as its Vice
President of Marketing from July2004 through January
2005. Prior to 2005, Ms.Charles held a variety of marketing
positions with Herbalife International of
America,Inc.,Ideaforest.com and Tricon Restaurants
International. Ms.Charles is currently a member of the advisory
board of Origami Logic, which she joined in 2015. Ms.Charles
received her Masters in Business Administration from the
Harvard Graduate School of Business Administration and her
Bachelor of Arts in International Political Economy from the
University of California at Berkeley. Ms.Charles was selected
to our board of directors because she brings particular
knowledge and experience in operating and leading retail
companies.
Ms.Charles was not appointed to the Board to any arrangement or
understanding with any other person. Ms.Charles has no family
relationships with any director or executive officer of the
Company and there are no transactions in which Ms.Charles has
an interest requiring disclosure under Item 404(a)of Regulation
S-K. The Board has determined that Ms.Charles satisfies the
definition of independent director under the rulesand
regulations of the New York Stock Exchange.
In consideration for her services as an independent director,
Ms.Charles will be provided with an annual cash retainer of
$50,000, which retainer will be prorated for the Companys
current fiscal year resulting in a retainer of $12,500 for the
Companys current fiscal year. In connection with her
appointment to the Board on December2, 2016, Ms.Charles was
granted nonqualified stock options to purchase 3,488 shares of
the Companys common stock, to the terms and conditions of the
At Home Group Inc. Equity Incentive Plan and a notice of grant
and stock option award agreement substantially in the form
attached as Exhibit10.1 to this Current Report and incorporated
herein by reference (the Director Option Agreement). The
nonqualified stock options will fully vest upon the first
anniversary of the date of grant, subject to Ms.Charles
continued service with the Company through such date.
The Company and Ms.Charles will enter into the Companys
standard form of indemnification agreement for directors and
officers, a copy of which was previously filed as Exhibit10.16
to Amendment No.6 to the Registration Statement on FormS-1
(File No.333-206772) and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December2, 2016, the Company issued a press release
announcing the appointments of Mr.Corsa, Ms.Haislip and
Ms.Charles. A copy of the press release is attached as
Exhibit99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form8-K, the
information in this Item 7.01 of this Current Report on
Form8-K, including Exhibit99.1 attached hereto, shall not be
deemed filed for the purposes of Section18 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.
This report includes forward-looking statements. You can
generally identify forward-looking statements by our use of
forward-looking terminology such as will, should or opportunity
or other variations thereon or comparable terminology. In
particular, statements about store growth contained or
incorporated by reference in this report are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
The Company has based these forward-looking statements on
current expectations and assumptions. While we believe these
expectations and assumptions are reasonable, such
forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are
beyond the control of the parties involved. These and other
important factors, including those discussed in filings made
with the SEC, may cause actual results, performance or
achievements to differ materially from those expressed or
implied by these forward-looking statements. Given these risks
and uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements. The
forward-looking statements contained or incorporated by
reference in this report are not guarantees of future
performance and actual results may differ materially from the
forward-looking statements contained or incorporated by
reference herein.
Item9.01 Financial Statements and Exhibits
|
(d) |
Exhibits: |
|
ExhibitNumber |
|
Description |
|
10.1 |
At Home Group Inc. Formof Nonqualified Stock Option Award |
|
|
99.1 |
Press Release dated December2, 2016. |
About AT HOME GROUP INC. (NASDAQ:HOME)
AT HOME GROUP INC. (NASDAQ:HOME) Recent Trading Information
AT HOME GROUP INC. (NASDAQ:HOME) closed its last trading session at with 150,868 shares trading hands.