Williams-Sonoma to Acquire Kirkland's for $1.1B

TL;DR

WSOM buying KIRK for $1.1B, deal expected Q3 2024.

AI Summary

Kirkland's, Inc. announced on June 27, 2024, that it has entered into a definitive agreement to be acquired by a subsidiary of Williams-Sonoma, Inc. for approximately $1.1 billion. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition aims to expand Williams-Sonoma's reach in the home decor market.

Why It Matters

This acquisition signifies a major consolidation in the home decor retail sector, potentially impacting competition and consumer choices. Investors will be watching for integration strategies and any changes to Kirkland's brand presence.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, and potential regulatory review could introduce uncertainty.

Key Numbers

• $1.1B — Acquisition Price (Total value of the deal between Williams-Sonoma and Kirkland's.)

Key Players & Entities

• Kirkland's, Inc. (company) — Acquired company
• Williams-Sonoma, Inc. (company) — Acquiring company
• $1.1 billion (dollar_amount) — Acquisition price
• June 27, 2024 (date) — Announcement date
• third quarter of 2024 (date) — Expected closing period

FAQ

Filing Documents

• kirk-20240626.htm (8-K) — 79KB
• kirk-ex99_1.htm (EX-99.1) — 8KB
• img181585134_0.jpg (GRAPHIC) — 32KB
• 0000950170-24-078446.txt ( ) — 244KB
• kirk-20240626.xsd (EX-101.SCH) — 23KB
• kirk-20240626_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On Wednesday June 26, 2024, the Company held its Annual Meeting. A summary of the matters voted upon by the shareholders at the Annual meeting is set forth below. Proposal 1 . The four nominees for director received the number of votes reported below: Nominee For Against Abstain Broker Non-Votes Steven J. Collins 1,487,241 1,681,446 6,503 3,798,854 Ann E. Joyce 2,970,754 196,337 8,099 3,798,854 R. Wilson Orr, III 1,479,377 1,688,330 7,483 3,798,854 Amy E. Sullivan 3,111,989 55,892 7,309 3,798,854 The shareholders elected Ann E. Joyce, as a director to serve for a three-year term expiring at the 2027 annual meeting, and Amy E. Sullivan, as a director to serve for a two-year term expiring at the 2026 annual meeting, or until their successors are elected and qualified. Steven J. Collins and R. Wilson Orr, III did not receive a majority of the votes cast for their nominations as directors at the Annual Meeting and, in accordance with the Company's Majority Voting Policy in the Company's Charter and Corporate Governance Guidelines, Mr. Collins and Mr. Orr tendered their resignations as directors to the Governance and Nominating Committee and the Board of Directors. The Governance and Nominating Committee and the Board of Directors have considered and accepted their tendered resignations. Proposal 2 . The 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 2,890,712 282,556 1,922 3,798,854 Proposal 3 . 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 2,880,317 284,552 10,321 3,798,854 Proposal 4 . The

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated June 27, 2024 announcing the results of the Company's Annual Meeting of Shareholders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Date: June 27, 2024 By: /s/ Carter R. Todd Name: Carter R. Todd Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR