Kirkland's Inc. COMMONSTOCK filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

false 0001056285 0001056285 2025-07-24 2025-07-24

 

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

 

 

 

 

(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. ☐

 

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

 

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.”

 

 

Proposal 6. The Company’s shareholders approved, on an advisory basis, compensation for our named executive officers based on the following votes: 

 

 

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:

 

 

 

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.

 

 

 

(d) Exhibits

 

 

 

 

 

 

 

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.