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): June 23, 2023 (June 21, 2023) |
Kirkland's, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Tennessee | 000-49885 | 62-1287151 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
5310 Maryland Way | |
Brentwood, Tennessee | | 37027 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 615 872-4800 |
(Former Name or Former Address, if Changed Since Last Report)
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 | | KIRK | | The Nasdaq Global Select Market |
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 5.07 Submission of Matters to a Vote of Security Holders.
On Wednesday June 21, 2023, Kirkland’s, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). A summary of the matters voted upon by the shareholders at the Annual meeting is set forth below.
Proposal 1. The shareholders elected Chris L. Shimojima and Jill A. Soltau as directors to serve for a three-year term expiring at the 2026 annual meeting or until their successors are elected and qualified.
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Chris L. Shimojima | | 2,776,626 | | 611,562 | | 39,811 | | 3,705,194 |
Jill A. Soltau | | 2,829,705 | | 558,730 | | 39,564 | | 3,705,194 |
Proposal 2. The shareholders approved, on an advisory basis, compensation for our named executive officers based on the following votes:
| | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Votes |
Total Shares Voted | | 3,110,916 | | 305,242 | | 11,841 | | 3,705,194 |
Proposal 3. The shareholders recommended, on an advisory basis, the frequency of named executive officer compensation votes based on the following votes:
| | | | | | | | |
| | One Year | | Two Years | | Three Years | | Abstain |
Total Shares Voted | | 2,997,041 | | 13,842 | | 398,587 | | 18,529 |
Proposal 4. The shareholders ratified the appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered accounting firm for the 2023 fiscal year based on the following votes:
| | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Votes |
Total Shares Voted | | 7,057,139 | | 60,199 | | 15,855 | | — |
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.
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| | | Kirkland’s Inc. |
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Date: | June 23, 2023 | By: | /s/ Carter R. Todd |
| | | Name: Carter R. Todd
Title: Vice President, General Counsel and Corporate Secretary |
