Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2020, by mutual agreement between Mike Cairnes, President and
Chief Operating Officer, and Kirkland's, Inc. (the "Company"), the Company has
taken action such that Mr. Cairnes position with the Company has terminated
effective immediately. Subject to the execution of the Release and
Non-Disparagement Agreement in the form attached to his employment agreement as
Exhibit B, Mr. Cairnes will receive the severance compensation for a termination
without cause as described in his employment agreement with the Company. In
addition, pursuant to the terms of his October 22, 2018 Restricted Stock Unit
Award Agreement, Mr. Cairnes will have 26,567 unvested restricted stock units
vest as a result of his termination without cause. The Company announced that
Steve "Woody" Woodward, the Company's Chief Executive Officer, would add the
role of President and would now oversee operations.
Also on January 16, 2020, the Company promoted John Stacy, currently Vice
President of Supply Chain, to Senior Vice President of Supply Chain, and Jeff
Martin, currently Vice President of Transformation, to Senior Vice President of
Omni-Channel Retail. Mr. Stacy will continue to lead initiatives focusing on
supply chain and direct sourcing, and Mr. Martin will oversee store and
e-commerce operations. Mr. Stacy has been with Kirkland's for three years and
Mr. Martin joined the Company in 2019. Both have extensive experience in retail
operations.
Item 7.01 Regulation FD Disclosure
As part of its strategic efforts to improve growth and profitability of the
Company, on January 16, 2020, the Company issued a press release announcing
plans to close 27 stores across the United States in early 2020. A copy of the
Company's press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 7.01.
This information, including Exhibit 99.1, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished as part of this Report:
Exhibit No. Description
10.1 Press Release dated January 16, 2020
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