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 6, 2018
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))
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. ¨    
 



Top of Form

Item 5.07 Submission of Matters to a Vote of Security Holders.
On Wednesday June 6, 2018, 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 Steven J. Collins, R. Wilson Orr, III, and Miles T. Kirkland as directors to serve for a three-year term expiring at the 2021 annual meeting or until their successors are elected and qualified. The shareholders also elected Gregory A. Sandfort and Chris L. Shimojima as directors to serve for a two-year term expiring at the 2020 annual meeting or until their successors are elected and qualified. These elections were based on the following votes:
Nominee
For
 
Against
 
Abstain
 
Broker Non-Votes
Steven J. Collins
11,236,986
 
417,203
 
2,293
 
1,292,687
R. Wilson Orr, III
11,158,949
 
495,239
 
2,294
 
1,292,687
Miles T. Kirkland
11,491,489
 
163,016
 
1,977
 
1,292,687
Gregory A. Sandfort
10,193,090
 
1,461,227
 
2,165
 
1,292,687
Chris L. Shimojima
11,514,499
 
139,805
 
2,178
 
1,292,687
Proposal 2. 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
11,342,556
 
257,336
 
56,590
 
1,292,687
Proposal 3. 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 2018 fiscal year based on the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Total Shares Voted
12,349,188
 
582,741
 
17,240
 
 






Top of Form

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 7, 2018
 
By:
 
/s/ Carter R. Todd
 
 
 
 
Name: Carter R. Todd
 
 
 
 
Title: Vice President and General Counsel