8-K

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): February 8, 2022 (February 3, 2022)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2022, the Board of Directors (the “Board”) of Kirkland’s, Inc. (the “Company”) promoted Nicole Strain to Chief Operating Officer and Chief Financial Officer of the Company.

Ms. Strain, age 48, previously served as the Chief Financial Officer of the Company since June 2019. Prior to her appointment as Chief Financial Officer, Ms. Strain served as the Company’s Interim Chief Financial Officer from May 2017 to June 2019 and its Controller from November 2016 to April 2017. Prior to joining the Company, Ms. Strain served as the Vice President of Finance and Principal Accounting Officer for Logan’s Roadhouse, Inc., a Nashville-based restaurant company, from 2005 through July of 2015. While at Logan’s, Ms. Strain also served as the interim Chief Financial Officer and Principal Financial Officer.

In connection with her promotion to Chief Operating Officer and Chief Financial Officer, the Board approved an increase in Ms. Strain’s target annual performance bonus to 80% of her base salary. Ms. Strain is also entitled to participate in the Company’s long-term incentive compensation program at a level of 100% of her base salary. Ms. Strain’s annual base salary will remain unchanged at its previous level of $400,000.

On February 7, 2022, the Company entered into an Amendment No. 1 to Employment Agreement with Ms. Strain (the “Amendment”), to reflect the changes to her title and the increased bonus amount. The preceding description of the Amendment is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Amendment, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Ms. Strain has no family relationship with any of the executive officers or directors of the Company and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Ms. Strain and any other person pursuant to which she was appointed as an officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Report:

Exhibit Number	Description
10.1	Amendment No. 1 to the Employment Agreement, effective February 7, 2022, by and between Nicole Strain and Kirkland’s, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
February 8, 2022	By:	/s/ Carter R. Todd
		Name: Carter R. Todd
		Title: Vice President and General Counsel

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO

NICOLE STRAIN EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement, dated as of February 7, 2022 (the “Amendment”) is by and between Kirkland’s, Inc., a Tennessee corporation having its corporate headquarters at 5310 Maryland Way, Brentwood, Tennessee 37027 (the “Company”) and Nicole Strain (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company and Executive entered into that certain Employment Agreement dated as of September 18, 2019 (the “Agreement”), pursuant to which, among other things, the Company agreed to employ the Executive as its Chief Financial Officer;

WHEREAS, the Company has now decided to promote the Executive to the additional position of Chief Operating Officer, and the Company and Executive have agreed to this amendment to the Agreement to reflect such promotion;

NOW, THEREFORE, in consideration of the covenants and agreements hereafter set forth, the parties hereto agree as follows:

1.Amendment of Section 2 of Agreement.  The first sentence of section 2 of the Agreement is deleted in its entirety and replaced with the following sentence:  

“2. Employment; Scope of Duties. The Company hereby employs the Executive, and the Executive accepts employment as the Company’s Chief Operating Officer and Chief Financial Officer.”

2.Amendment of Section 4(b) of Agreement.  The first two sentences of section 4(b) of the Agreement are deleted in their entirety and replaced with the following two sentences:  

“4 (b). Annual Bonus.  For each fiscal year ending during Executive’s employment, Executive will be eligible to earn an annual bonus.  The target amount of that bonus will be 80% percent of Executive's Base Salary for the applicable fiscal year.”

3.Miscellaneous Provisions.

(a)The Agreement is hereby, and shall henceforth be deemed to be, amended, modified, and supplemented in accordance with the provisions hereof, and the respective rights, duties, and obligations under the Agreement shall hereinafter be determined and enforced under the Agreement, as amended, subject in all respects to such amendments, modifications, and supplements, and all terms and conditions of this Amendment.

(b)Except as expressly set forth in this Amendment, all agreements, covenants, undertakings, provisions, stipulations, and promises contained in the Agreement are hereby ratified, readopted, approved, and confirmed and remain in full force and effect.

(c)Except as provided by this Amendment, or unless the context or use indicates another or different meaning or intent, the words and terms used in this Amendment shall have the same meaning as in the Agreement.

(d)This Amendment may be executed in two or more counterparts, each of which when so executed, shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

KIRKLAND’S, INC.

By: /s/ Steve C. Woodward

Its: President and Chief Executive Officer

EXECUTIVE:

/s/ Nicole Strain

Nicole Strain

2

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Document and Entity Information	Feb. 03, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2022
Entity Registrant Name	Kirkland's, Inc.
Entity Central Index Key	0001056285
Entity Emerging Growth Company	false
Security12b Title	Common Stock
Trading Symbol	KIRK
Security Exchange Name	NASDAQ
Entity File Number	000-49885
Entity Incorporation State Country Code	TN
Entity Tax Identification Number	62-1287151
Entity Address Address Line1	5310 Maryland Way
Entity Address City Or Town	Brentwood
Entity Address State Or Province	TN
Entity Address Postal Zip Code	37027
City Area Code	615
Local Phone Number	872-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false