AT HOME GROUP INC. (NYSE:HOME) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July9, 2018, Geoffrey G. Clark notified the board of directors (the “Board”) of At Home Group Inc. (the “Company”) of his intention to resign from the Board, effective July11, 2018. On July11, 2018, the Board voted to increase the size of the Board by one director (to a total size of ten directors). The Board filled the vacancies created by Mr.Clark’s resignation and the increase in the board size by appointing Ms.Paula Bennett, age 68, as a ClassIII director, effective July11, 2018, and Steve K. Barbarick, age 50, as a ClassIII director, effective July11, 2018. Ms.Bennett and Mr.Barbarick have each been appointed to serve as independent members of the Board. Ms.Bennett will serve on the Board’s Nominating and Corporate Governance Committee and Mr.Barbarick will serve on the Board’s Compensation Committee. Additionally, Larry D. Stone was elected as Lead Director of the Board. Mr.Clark’s resignation is not the result of any disagreement with the Company.
Ms.Bennett and Mr.Barbarick will hold office until the date of the Company’s 2019 Annual Meeting of Stockholders and until her or his successor shall be elected and qualified or until her or his earlier death, resignation, retirement, disqualification or removal.
Neither Ms.Bennett nor Mr.Barbarick was appointed to the Board to any arrangement or understanding with any other person.Neither Ms.Bennett nor Mr.Barbarick has any family relationships with any director or executive officer of the Company and there are no transactions in which Ms.Bennett or Mr.Barbarick have an interest requiring disclosure under Item 404(a)of Regulation S-K. The Board has determined that each of Ms.Bennett and Mr.Barbarick satisfies the definition of “independent director” under the rulesand regulations of the New York Stock Exchange (the “NYSE”).
In consideration for the service of each of Ms.Bennett and Mr.Barbarick as independent director, each such director will be provided with an annual cash retainer of $70,000, which retainer will be prorated for the Company’s current fiscal year, resulting in a retainer of $40,833 for each of Ms.Bennett and Mr.Barbarick in respect of the Company’s current fiscal year. In addition, on July11, 2018 (the “Date of Grant”), each of Ms.Bennett and Mr.Barbarick was granted restricted stock units (the “Director RSUs”) in respect of a number of shares of common stock of the Company having a Fair Market Value (as defined in the 2016 Equity Plan) of $70,000, based on the closing price of the Company’s common stock at the close of the primary trading session of the Company’s common stock on the NYSE on the Date of Grant, which $70,000 amount constitutes a prorated portion of the annual equity incentive grant awarded to other independent directors of the Board, based on the number of months during the Company’s fiscal year during which the applicable director serves as a director on the Board. The Director RSUs were granted to the terms and conditions of the At Home Group Inc. Equity Incentive Plan (the “2016 Equity Plan”) and a notice of grant and restricted stock unit director award agreement substantially in the form attached as Exhibit10.5 to the Company’s Quarterly Report on Form10-Q (File No.001-37849) filed on June7, 2018 and incorporated herein by reference.
Ms.Bennett served as President from January2008 and President and Chief Executive Officer of J.Jill,Inc. from July2009 until her retirement in April2018. Ms.Bennett also served as a member of the J.Jill board of directors from February2017 to April2018 and, prior to that, served on the board of directors of former J.Jill parent companies since July2009. Prior to joining J.Jill, Ms.Bennett served as President and Chief Executive Officer of a number of portfolio companies of Orchard Brands Corporation from October2006 to January2008. From 2000 through 2005, Ms.Bennett was Chief Operating Officer of Eileen Fisher,Inc. and prior to that was Vice President, Retail from 1997 to 2000. From 1995 to 1996, she was Vice President of Retail Sales for Calvin Klein Collection at Calvin Klein Inc. From 1987 through 1995, Ms.Bennett held significant leadership positions at Tiffany& Co., including Vice President of Jewelry Sales, Vice President of Customer Service, Vice President and General Manager of the Fifth Avenue Flagship store, Vice President of Retail Administration and Vice President of the Trade Division. Ms.Bennett received her Bachelor of Science in Business (formerly Administrative Science) with a major in Marketing from The Ohio State University Fisher College of Business. Ms.Bennett was appointed to our Board because of her expertise in merchandising, buying, marketing and brand building across both retail and direct marketing channels.
Mr.Barbarick has been President and Chief Merchandising Officer of Tractor Supply Company since May2016. Prior to his promotion to President and Chief Merchandising Officer of Tractor Supply Company, Mr.Barbarick served as Executive Vice President, Chief Merchandising Officer from March2015 to May2016; Executive Vice