[8-K] Kirkland's Inc Reports Material Event

Rhea-AI Filing Summary

Kirkland's, Inc. filed an 8-K to disclose shareholder-approved charter amendments effective 25-Jul-25. The company has declassified its board, moving to annual director elections, and simultaneously changed its corporate name to The Brand House Collective, Inc. The Nasdaq ticker will switch from KIRK to TBHC on 29-Jul-25; CUSIP is unchanged and no shareholder action is required.

Voting results were decisive: 11.81 m shares supported board declassification (97.7% of votes cast) and 14.95 m supported the name change (93.7%). All five director nominees secured one-year terms. Shareholders also: 1) expanded the 2002 Equity Incentive Plan (11.65 m for, 84.3%), 2) approved executive compensation on an advisory basis, and 3) ratified Ernst & Young LLP as 2025 auditor (15.81 m for, 97.6%).

No financial performance data were provided. The filing also references a press release announcing the name change and a new store opening.

Positive

• Board declassification enhances accountability and aligns with governance best practices.
• Over 90% shareholder support for key proposals demonstrates strong investor confidence.
• Ticker/name change executed without CUSIP alteration, avoiding administrative hurdles.

Negative

• Equity incentive plan expansion introduces potential share dilution.

Insights

Corporate Governance Expert

TL;DR: Governance overhaul, strong shareholder backing, minimal operational friction—overall positive for accountability.

The move from a staggered board to annual elections aligns KIRK with best-practice governance frameworks, enhancing director accountability and potentially lowering the firm’s governance risk premium. Over 97% support indicates broad investor alignment. The name and ticker change are cosmetic yet brand-strategic; execution appears orderly with no CUSIP change, mitigating settlement risk. While the larger equity pool could dilute future EPS, authorization levels remain moderate relative to shares outstanding, so impact is manageable.

Portfolio Manager

TL;DR: Governance win offsets modest dilution; neutral-to-positive investment signal.

Annual elections should improve market perception and ease activist pressures, aiding valuation multiples. Shareholder votes were resoundingly in favor across all items, signalling confidence in management. Expansion of the equity plan could add 1-2% dilution if fully issued—worth monitoring but not thesis-changing. Absence of earnings data limits immediate model impact; however, corporate rebranding may support merchandising strategy and traffic if executed well.

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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): July 28, 2025 (July 24, 2025)

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. ☐

--01-31

Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 24, 2025, Kirkland’s, Inc.’s (the “Company”) shareholders approved an amendment to the Amended and Restated Chart of the Company to declassify the Company’s Board of Directors and provide for the annual election of directors. The declassification of the Company’s Board of Directors became effective upon filing with the Secretary of State of the State of Tennessee on July 25, 2025.

Additionally, on July 24, 2025, the Company’s shareholders approved an amendment to the Amended and Restated Charter of the Company to change the name of the Company from “Kirkland’s, Inc.” to “The Brand House Collective, Inc.” (the “Name Change”). The Name Change became effective upon filing with the Secretary of State of the State of Tennessee on July 25, 2025. In connection with the Name Change, the Company has also initiated the process to change its ticker symbol on the Nasdaq to reflect the new name and expects to trade under the ticker symbol “TBHC.” Trading under the Company’s new name and ticker symbol will begin on July 29, 2025. The Company’s CUSIP will not change and no action is needed from the Company’s shareholders with respect to the ticker symbol change.

The Name Change does not affect the status of the Company or the rights of any shareholder in any respect, or the transferability of stock certificates presently outstanding. The currently outstanding share certificates evidencing shares of the Company’s securities bearing the name Kirkland’s, Inc. will continue to be valid and represent shares of the Company following the Name Change.

The foregoing summary is qualified in its entirety by reference to the full text of the charter amendments, copies of which are attached as Exhibit 3.1 and 3.2 hereto and incorporated herein by reference.

Item 5.07: Submission of Matters to a Vote of Security Holders

On July 24, 2025, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on June 30, 2025. A summary of the matters voted upon by the shareholders at the Annual Meeting is set forth below.

Proposal 1. The Company’s shareholders approved an amendment to the Amended and Restated Charter of the Company to declassify the Company’s Board of Directors and provide for the annual election of directors.

		For		Against		Abstain		Broker Non-Votes
Total Shares Voted		11,811,995		35,269		76,365		4,120,142

Proposal 2. The Company’s shareholders elected the five nominees for director as listed below to serve for a one-year term expiring at the 2026 annual meeting or until their successors are duly elected and qualified.

Nominee		For		Against		Abstain		Broker Non-Votes
Eric L. Schwartzman		11,839,184		61,853		22,592		4,120,142
Neely J. Tamminga		11,743,839		157,453		22,337		4,120,142
Tamara R. Ward		11,835,092		66,300		22,237		4,120,142
Steven C. Woodward		11,634,323		268,629		20,677		4,120,142
Amy E. Sullivan		11,843,940		61,629		18,060		4,120,142

Proposal 3. Proposal 3 to elect two Class I directors, elect one Class II director, and elect one Class III director was rendered moot and accordingly was not submitted to the Company’s shareholders, given the passage of Proposal 1 to declassify the Company’s Board of Directors.

Proposal 4. The Company’s shareholders approved an amendment to the Amended and Restated Kirkland’s, Inc. 2002 Equity Incentive Plan to increase the number of common shares available for issuance thereunder.

		For		Against		Abstain		Broker Non-Votes
Total Shares Voted		11,650,996		253,172		19,461		4,120,142

Proposal 5. The Company’s shareholders approved an amendment to the Amended and Restated Charter of the Company to change the name of the Company from “Kirkland’s, Inc.” to “The Brand House Collective, Inc.”

		For		Against		Abstain		Broker Non-Votes
Total Shares Voted		14,950,368		826,755		266,648		0

Proposal 6. The Company’s 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		11,570,414		233,868		119,347		4,120,142

Proposal 7. The Company’s shareholders ratified the appointment by the Company's Board of Directors of Ernst & Young LLP as the Company's independent registered accounting firm for the 2025 fiscal year based on the following votes:

		For		Against		Abstain		Broker Non-Votes
Total Shares Voted		15,812,306		38,882		192,583		0

Item 8.01: Other Events

On July 28, 2025, the Company issued a press release announcing the Name Change and new store opening. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Articles of Amendment to the Amended and Restated Charter of Kirkland’s, Inc. to declassify the Company’s Board of Directors.
3.2		Articles of Amendment to the Amended and Restated Charter of Kirkland’s, Inc. to change the Company’s name from “Kirkland’s, Inc.” to “The Brand House Collective, Inc.”
99.1		Press Release dated July 28, 2025 announcing the Company Name Change and Store Opening.
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.
July 28, 2025		By:	/s/ Michael W. Sheridan
			Name: Michael W. Sheridan
			Title: Senior Vice President, General Counsel and Secretary

FAQ

When will KIRK begin trading under the new ticker TBHC?

Trading under the new name and ticker symbol will begin on July 29, 2025.

Does the name change affect existing Kirkland's share certificates?

No. Current certificates remain valid and continue to represent ownership after the name change.

What governance change did shareholders approve?

They declassified the board, switching to annual elections for all directors.

Was the 2002 Equity Incentive Plan increased?

Yes. Shareholders approved the increase with 11,650,996 for and 253,172 against.

Who will audit the company for fiscal 2025?

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm.

How did shareholders vote on executive compensation?

Advisory vote passed with 11,570,414 for and 233,868 against.