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
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| Date of Report (Date of Earliest Event Reported): | | June 29, 2020 (June 23, 2020) |
Kirkland’s, Inc.
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| (Exact name of registrant as specified in its charter) |
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| Tennessee | 000-49885 | 62-1287151 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 5310 Maryland Way, Brentwood, Tennessee | | 37027 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | 615-872-4800 |
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| | Not Applicable | |
| | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | KIRK | 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 5.02 Compensatory Arrangements of Certain Officers.
On June 23, 2020, the Compensation Committee of the Board of Directors of Kirkland’s Inc. (the “Company”) approved cash bonuses to certain senior officers including the Named Executive Officers. The bonuses are intended to take the place of a portion of the equity awards that were not made to these officers during the time the Company’s stores were closed during the coronavirus pandemic. The Committee awarded the bonuses with the understanding that the net after tax amount of the bonuses would be promptly used by these officers to purchase Company shares in the open market. The following table sets forth the bonus payments approved by the Compensation Committee for the Named Executive Officers.
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| Name | | Bonus |
Steven C. Woodward President and Chief Executive Officer | | $218,750 |
Nicole A. Strain EVP and Chief Financial Officer | | $67,500 |
Jeffrey T. Martin SVP of Omni-Channel Retail | | $43,750 |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On Wednesday June 24, 2020, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). A summary of the matters voted upon by the shareholders at that Annual Meeting is set forth below.
Proposal 1. The shareholders elected Jeffery C. Owen and Chris L. Shimojima as directors to serve for a three-year term expiring at the 2023 annual meeting or until their successors are elected and qualified.
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| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Jeffery C. Owen | | 3,529,729 | | 73,319 | | 25,045 | | 6,028,292 |
| Chris L. Shimojima | | 3,470,131 | | 131,810 | | 26,152 | | 6,028,292 |
Proposal 2. The shareholders approved, on an advisory basis, compensation for our named executive officers based on the following votes:
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| | For | | Against | | Abstain | | Broker Non-Votes |
| Total Shares Voted | 3,430,799 | | 129,530 | | 67,764 | | 6,028,292 |
Proposal 3. The shareholders ratified the appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year based on the following votes:
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| | For | | Against | | Abstain | | Broker Non-Votes |
| Total Shares Voted | 9,560,476 | | 37,130 | | 58,779 | | — |
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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| June 29, 2020 | | By: | | /s/ Carter R. Todd |
| | | | | Name: Carter R. Todd |
| | | | | Title: Vice President and General Counsel |
