UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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Name of each exchange on which registered |
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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 22, 2022, 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 Susan S. Lanigan, Charlie Pleas, III and Steven C. Woodward as directors to serve for a three-year term expiring at the 2025 annual meeting and Jill A. Soltau as a director to serve for a one-year term expiring at the 2023 annual meeting or until their successors are elected and qualified.
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Susan S. Lanigan |
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4,891,584 |
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805,683 |
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13,940 |
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2,696,313 |
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Charlie Pleas, III |
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5,221,047 |
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475,990 |
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14,170 |
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2,696,313 |
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Steven C. Woodward |
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4,922,989 |
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785,050 |
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3,168 |
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2,696,313 |
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Jill A. Soltau |
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4,910,946 |
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797,089 |
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3,172 |
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2,696,313 |
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Proposal 2. The shareholders approved, on an advisory basis, compensation for our named executive officers based on the following votes:
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Abstain |
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Total Shares Voted |
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4,913,536 |
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790,884 |
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6,787 |
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2,696,313 |
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Proposal 3. 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 2022 fiscal year based on the following votes:
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Total Shares Voted |
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8,348,745 |
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40,606 |
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18,169 |
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— |
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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 22, 2022 |
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By: |
/s/ Carter R. Todd |
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Name: Carter R. Todd |
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Title: Vice President and General Counsel and Corporate Secretary |