Kirkland's Files 8-K with Procedural Updates

TL;DR

Kirkland's filed an 8-K on 12/23/24 for bylaw changes and other events. No major financial news.

AI Summary

Kirkland's, Inc. filed an 8-K on December 23, 2024, reporting on several items including amendments to its articles of incorporation or bylaws, other events, and financial statements/exhibits. The filing does not detail specific financial figures or significant corporate actions beyond these procedural updates.

Why It Matters

This filing indicates Kirkland's is making administrative or bylaw changes, which could precede or accompany other corporate actions, though no specific impact is detailed here.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain information that would immediately impact the company's stock price or financial standing.

Key Players & Entities

• Kirkland's, Inc. (company) — Registrant
• December 23, 2024 (date) — Date of earliest event reported
• Tennessee (jurisdiction) — State of incorporation
• 615-872-4800 (phone_number) — Registrant's telephone number

FAQ

Filing Documents

• kirk-20241223.htm (8-K) — 54KB
• kirk-ex3_1.htm (EX-3.1) — 9KB
• 0000950170-24-139586.txt ( ) — 180KB
• kirk-20241223.xsd (EX-101.SCH) — 24KB
• kirk-20241223_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 23, 2024, the Board of Directors of Kirkland's, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Charter (the "Charter Amendment") reducing the number of authorized shares of common stock, no par value per share, from 100,000,000 to 80,000,000. The approval and adoption of the Charter Amendment is subject to the approval of the Charter Amendment by the shareholders of the Company at the Reconvened Special Meeting (as defined below). Upon approval at the Reconvened Special Meeting, the Charter Amendment will become effective upon the filing of Articles of Amendment to the Amended and Restated Charter of the Company with the State of Tennessee Secretary of State. This description of the Charter Amendment is qualified in its entirety by reference to the text of the Form of Articles of Amendment to the Amended and Restated Charter of the Company, filed as Exhibit 3.1 to this Current Report on Form 8-K.

01 Other Events

Item 8.01 Other Events. On December 23, 2024, the Company held a Special Meeting of Shareholders (the "Special Meeting") that was convened and adjourned due to an absence of a quorum in accordance with the Company's Amended and Restated Bylaws (the "Bylaws"), without any business being conducted. The Special Meeting will be re-convened with respect to all proposals at 9:00 a.m. Central Time on Wednesday, February 5, 2025 (the "Reconvened Special Meeting") at the Company's corporate offices at 5310 Maryland Way, Brentwood, Tennessee 37027. The time and record date for determining shareholders eligible to vote at the Reconvened Special Meeting will remain the close of business on November 5, 2024. In accordance with Section 6 of the Bylaws, at the Reconvened Special Meeting, if a majority of the Company's outstanding common shares entitled to vote is not present, the chair of the meeting or the holders of a majority of the share present, in person or by proxy, may adjourn the meeting to another place, date or time by announcement to shareholders present in person at the meeting and no other notice of such place, date or time need be given. The new proxy deadline date for the Reconvened Special Meeting is 11:59 p.m. Eastern Time on February 4, 2025 for shares held directly and by 11:59 p.m. Eastern Time on February 3, 2025 for shares held in a Plan. Proxies deposited to date will remain valid for the Reconvened Special Meeting. Any shareholders who have not already voted can also vote prior to the new proxy deadline date. Shareholders who have already duly submitted voting instructions for the Special Meeting do not need to take any further action unless they wish to change or revoke their vote. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section27A of the Securities Act and Section21E of the Securities

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Form of Articles of Amendment to the Amended and Restated Charter of Kirkland's, Inc . 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: December 23, 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