8-K 1 a8-k20190620shareholdervote.htm 8-K Document
 
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 20, 2019
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)
(I.R.S. 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
 
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:
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 5.07 Submission of Matters to a Vote of Security Holders.
On Thursday June 20, 2019, 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 that 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 2022 annual meeting or until their successors are elected and qualified.
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Susan. S. Lanigan
 
9,978,464
 
436,437
 
1,380
 
2,749,299
Charlie Pleas, III
 
10,247,590
 
166,925
 
1,766
 
2,749,299
Steven C. Woodward
 
10,030,955
 
383,610
 
1,716
 
2,749,299
Proposal 2. The shareholders approved the amendment of the Company’s amended and restated 2002 Equity Incentive Plan to increase the number of shares available for issuance under that Plan and add a minimum vesting requirement based on the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Total Shares Voted
7,926,916
 
2,486,440
 
2,925
 
2,749,299
Proposal 3. 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
8,746,597
 
1,597,534
 
72,150
 
2,749,299
Proposal 4. 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 2019 fiscal year based on the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Total Shares Voted
12,493,678
 
654,651
 
17,251
 
 







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.
 
 
Kirkland’s, Inc.
  
 
 
 
 
June 20, 2019
 
By:
 
/s/ Carter R. Todd
 
 
 
 
Name: Carter R. Todd
 
 
 
 
Title: Vice President and General Counsel