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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

Kirkland's, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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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:

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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.