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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

Date of Report (Date of earliest event reported): September 28, 2022 (September 27, 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)

(IRS 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

 

 

(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

 

The 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.

Pursuant to a letter delivered by Jeffery C. Owen to Kirkland’s, Inc. (the “Company”) on September 27, 2022, Mr. Owen resigned from the Board of Directors of the Company, effective immediately. Mr. Owen will become the Chief Executive Officer of Dollar General on November 1, 2022, and according to his letter, his decision to resign is the result of his desire to focus his attention on his new and expanded responsibilities at Dollar General. Mr. Owen said his decision to resign was not the result of any disagreement with the Company’s operations, policies or procedures.

 

Mr. Owen served on the Company’s Governance and Nominating Committee, and following his resignation, the Governance and Nominating Committee will continue to have three independent members.

 

A copy of Mr. Owen's letter is filed as Exhibit 17.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

The following exhibits are furnished as part of this Report:

Exhibit No.

 

Description

17.1

 

Resignation letter dated September 27, 2022 announcing the resignation of Jeffery C. Owen from the Board of Directors.

 

 


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 thereunto duly authorized.

 

 

 

 

 

 

 

 

Date:

September 28, 2022

By:

/s/ Carter R. Todd

 

 

 

Name: Carter R. Todd
Title: Vice President and General Counsel