Shareholders of Brand House (NASDAQ: TBHC) approve Bed Bath & Beyond merger

Rhea-AI Filing Summary

The Brand House Collective, Inc. held a special shareholder meeting on March 17, 2026 to vote on proposals related to its planned merger with Bed Bath & Beyond, Inc. Shareholders owning 14,594,556 shares, about 65% of the 22,461,383 shares entitled to vote as of January 20, 2026, were present in person or by proxy, satisfying quorum requirements. The voting results showed strong support for the merger-related items, including one key proposal that received 14,159,963 votes for, 421,085 against, and 13,508 abstentions. The merger is expected to close in April 2026, subject to the satisfaction or waiver of the remaining closing conditions in the merger agreement.

Positive

• Shareholders approved key merger proposals, with one proposal receiving 14,159,963 votes for and 421,085 against, indicating strong support for combining with Bed Bath & Beyond, Inc.
• Merger expected to close in April 2026, subject to remaining closing conditions, providing a relatively near-term timeline for completion of the transaction.

Negative

• None.

Insights

M&A and corporate actions analyst

Shareholders strongly back the Beyond merger, moving Brand House toward closing.

Shareholders of The Brand House Collective, Inc. approved merger-related proposals tied to the combination with Bed Bath & Beyond, Inc. Turnout was solid, with about 65% of eligible shares represented, and the leading proposal drew over 14.1 million votes in favor.

The filing states that the merger is expected to close in April 2026, contingent on remaining conditions in the merger agreement. This suggests the transaction has cleared a key governance hurdle, while legal and regulatory or other contractual conditions must still be satisfied or waived.

For investors, this establishes a clearer path toward the merger’s completion and eventual transition of ownership, though final timing and terms remain tied to fulfillment of the specified closing conditions in the agreement.

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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): March 17, 2026

The Brand House Collective, 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

Kirkland's, Inc.

(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	TBHC	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 5.07 Submission of Matters to a Vote of Security Holders

On March 17, 2026, The Brand House Collective, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) in connection with the merger transaction (“Merger”) contemplated by the Agreement and Plan of Merger, dated November 24, 2025 (the “Merger Agreement”), by and among the Company, Bed Bath & Beyond, Inc., a Delaware corporation (“Beyond”), and Knight Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Beyond, to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 30, 2026 (the “Proxy Statement”). A total of 22,461,383 shares of the Company’s common stock were entitled to vote at the close of business on January 20, 2026, the record date for the Special Meeting, and approximately 14,594,556 shares of the Company’s common stock issued and outstanding were present at the Special Meeting or represented by proxy at the Special Meeting, representing approximately 65% of those shares entitled to vote, which constituted a quorum.

Each of the proposals upon which the Company’s shareholders voted at the Special Meeting, and the final, certified results reported by the Company’s inspector of elections, Kenneth V. Franke, are set forth below:

1. The proposal to adopt the Merger Agreement was approved by the affirmative vote of

a. the holders of a majority of the voting power of the outstanding shares of the Company common stock entitled to vote at the Special Meeting, as set forth below; and

For		Against		Abstentions
14,159,963		421,085		13,508

b. a majority of the votes cast by Disinterested Shareholders (as defined in the Proxy Statement), as set forth below:

For		Against		Abstentions
5,225,498		421,085		13.508

2. The proposal to approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement was approved, on an advisory, non-binding basis, by the affirmative vote of a majority of the votes cast entitled to vote thereon, which were present or represented by proxy at the Special Meeting, as set forth below:

For		Against		Abstentions
13,732,664		741,403		120,489

3. The proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement or to seek a quorum if one was not initially obtained was not called because the proposal to adopt the Merger Agreement was approved. If such proposal had been called, the vote would have been as follows: 

For		Against		Abstentions
14,088,906		483,025		22,625

The Merger is expected to close in April 2026, subject to the satisfaction or waiver of the remaining closing conditions required by the Merger Agreement.

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.

		The Brand House Collective, Inc.
March 17, 2025		By:	/s/ Michael W. Sheridan
			Name: Michael W. Sheridan
			Title: Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did The Brand House Collective (TBHC) shareholders vote on in March 2026?

Shareholders of The Brand House Collective, Inc. voted on proposals related to its planned merger with Bed Bath & Beyond, Inc. at a special meeting on March 17, 2026, as described in the company’s definitive proxy statement.

How many Brand House (TBHC) shares were eligible and represented at the special meeting?

A total of 22,461,383 shares of common stock were entitled to vote as of January 20, 2026. About 14,594,556 shares, roughly 65% of those eligible, were present or represented by proxy, satisfying the quorum requirement.

What were the voting results for the main Brand House merger proposal?

One key merger-related proposal received 14,159,963 votes for, 421,085 against, and 13,508 abstentions. These certified results from the inspector of elections show strong shareholder support for proceeding with the Bed Bath & Beyond transaction.

When is the Brand House and Bed Bath & Beyond merger expected to close?

The merger between The Brand House Collective, Inc. and Bed Bath & Beyond, Inc. is expected to close in April 2026, subject to satisfaction or waiver of the remaining closing conditions specified in the merger agreement.

Did Brand House (TBHC) achieve a quorum for the merger vote?

Yes. Approximately 14,594,556 shares were present or represented by proxy out of 22,461,383 shares entitled to vote, representing about 65%. This level of participation constituted a quorum for conducting business at the special meeting.

What agreement governs the Brand House and Bed Bath & Beyond merger?

The merger is governed by an Agreement and Plan of Merger dated November 24, 2025, among The Brand House Collective, Inc., Bed Bath & Beyond, Inc., and Knight Merger Sub II, Inc., a wholly owned subsidiary of Bed Bath & Beyond.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.8 KB