8-K

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): June 6, 2025 (June 2, 2025)<br><br> <br>* * *

Kirkland's, Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee	000-49885	62-1287151
(State or Other Jurisdiction<br> of Incorporation)	(Commission File Number)	(IRS Employer<br> 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<br><br> <br>* * *
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(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<br> Symbol(s)	Name of each exchange on which registered
Common Stock	KIRK	The 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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On June 2, 2025, Kirkland’s, Inc. (the “Company”) appointed James E. Schisler, age 50, as the Chief Operating Officer of the Company, effective immediately.



Mr. Schisler most recently served as the CEO of Innata Brand Strategy, a privately-owned consulting firm he founded in July 2024, to provide fractional leadership for brands, retailers, and manufacturers. Prior to Innata, Mr. Schisler had a 25-year career working on merchandising and product development for brands like Express, Inc. (“Express”), Abercrombie & Fitch Co., and Hollister. Mr. Schisler was the CEO of the UpWest Resort and Mercantile brand of Express, a brand he created and launched in November 2019 and served as CEO until July 2024. From 2013 to 2019, Mr. Schisler was a Senior Vice President of Express working directly with the CEO to lead Express’ strategic initiatives and he also managed Express’ new factory outlet concept. From 2003 to 2013, Mr. Schisler held various merchandising positions for Express with increased responsibility and scope. Prior to Express, Mr. Schisler spent six years with Abercrombie & Fitch Co. where among other things, he led the men’s merchandising team in the creation of the Hollister division.

In connection with his appointment to Chief Operating Officer, the Company’s Board of Directors (the “Board”) approved an annual base salary of $325,000 for Mr. Schisler and a target annual performance bonus of 60% of his base salary. Mr. Schisler is also entitled to participate in the Company’s long term incentive compensation program at a level of 60% of his base salary.

There are no arrangements or understandings between Mr. Schisler and any other person pursuant to which Mr. Schisler was appointed as Chief Operating Officer. Mr. Schisler is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Director Nominations

On June 3, 2025, the Company received a notification (the “Nomination Letter”) from Beyond, Inc. of its intent to nominate Steve Woodward and Tamara Ward as directors in accordance with the terms of the Amended and Restated Investor Rights Agreement, dated May 7, 2025, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 12, 2025 (the “A&R Investor Rights Agreement”). In connection with the nominations, pursuant to the A&R Investor Rights Agreement, two of the Company’s directors are required to resign from the Board. The foregoing description of the Nomination Letter does not purport to be complete and is qualified in its entirety by the full text of the Nomination Letter, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Director Resignations

On June 2, 2025, Susan S. Lanigan informed the Company that she does not intend to stand for reelection at the 2025 Annual Meeting of Shareholders to be held on July 24, 2025. Ms. Lanigan's decision not to stand for reelection was not the result of any disagreement with the Company’s operations, policies or procedures. Ms. Lanigan served on the Company’s Compensation Committee and Governance and Nominating Committee, and following her resignation, both committees will continue to have three independent members.

On June 4, 2025, Charlie Pleas, III informed the Company that he does not intend to stand for reelection at the 2025 Annual Meeting of Shareholders to be held on July 24, 2025. Mr. Pleas’ decision not to stand for reelection was not the result of any disagreement with the Company’s operations, policies or procedures. Mr. Pleas served on the Company’s Audit Committee and Governance and Nominating Committee, and following his resignation, both committees will continue to have three independent members.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Nomination Letter from Beyond, Inc., dated June 3, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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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.
June 6, 2025	By:	/s/W. Michael Madden
		Name: W. Michael Madden
		Title: Executive Vice President and Chief Financial Officer

ex_828046.htm

June 3, 2025

Kirkland’s, Inc.

5310 Maryland Way

Brentwood, Tennessee 37027

Attn: Amy Sullivan, President, Chief Executive Officer

Amy.Sullivan@kirklands.com

Bass, Berry & Sims PLC

21 Platform Way South, Suite 3500

Nashville, Tennessee 37203

Attn: John Fuller

jfuller@bassbery.com

Re: Exercise of Board Appointment Right

Amy:

Reference is hereby made to that certain Amended and Restated Investor Rights Agreement, effective as of May 7, 2025 (the “Agreement”), by and between Beyond, Inc., a Delaware corporation (“Beyond”), and Kirkland’s Inc., a Tennessee corporation (“Kirkland’s” or the “Company”). Capitalized terms used in this letter but not defined herein shall have the meanings ascribed to them in the Agreement.

We are writing to notify the Company that Beyond is exercising its right under Section 1.1 of the Agreement to designate two persons for appointment to the Board. We are pleased to designate Steve Woodward and Tamara Ward as our Appointees for these positions. We believe each of Steve Woodward and Tamara Ward qualifies as independent for NASDAQ listing purposes and applicable rules and regulations of the Securities and Exchange Commission.

Steve Woodward is a seasoned retail executive with over three decades of experience in home furnishings and lifestyle retail. Most recently serving as Chief Executive Officer of Kirkland’s, Steve led a multi-year transformation of the brand, driving initiatives in merchandising reinvention, operational efficiency, and omni-channel integration. Prior to Kirkland’s, Steve held executive leadership roles at both Crate & Barrel and Pier 1 Imports, where he honed his expertise in visual merchandising, sourcing, and customer experience. His unique blend of merchant instinct, operational discipline, and brand stewardship positions him as a strategic asset to Kirkland’s Home as it continues to modernize and elevate its relevance in the home decor market. Steve’s deep industry insight and proven ability to evolve retail brands make him a valuable contributor to board-level strategy.

Tamara Ward is a seasoned operations and customer experience leader with extensive experience in high-volume retail. As Chief Operating Officer at Camping World, she oversaw store operations, customer strategy, and enterprise execution. In her roles as Chief Operating Officer and Chief Marketing Officer of Good Sam, Tamara oversaw the membership database and club operations and led the development and marketing of tailored affinity products. Tamara is known for building scalable service models and driving retail excellence across touchpoints. Her ability to integrate back-end operational efficiency with a front-end customer-first philosophy aligns directly with Kirkland’s Home’s renewed focus on delivering value and delight in every store experience.

As required by the Agreement, the Board and all applicable committees of the Board, shall take all actions to appoint Steven Woodward and Tamara Ward to the Board, each with a term expiring at the Company 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Following their appointments, the Board is required to use reasonable best efforts to cause the Appointees to be elected to the Board at the 2025 Annual Meeting, including adding the Appointees to the Company’s proxy statement for the 2025 Annual Meeting. Two existing directors of the Board are also required to resign from the Board.

Beyond reserves all rights under the Agreement, including its right to designate an additional person to the Board, depending on Beyond’s ownership in the Company, and the obligation for an additional existing director of the Board to resign in connection with any subsequent designation.

Please confirm receipt of this notice and provide any director questionnaire or other required information (which in all cases shall be consistent with the questionnaires or other requests for information provided by existing members of the Board) necessary for the appointments of Steve Woodward and Tamara Ward to the Board. We hereby request that the Board meet to appoint each of Steve Woodward and Tamara Ward to the Board no later than Sunday, June 8, 2025. Should the Board not expect to meet that timeline, please inform me immediately.

Thank you for your attention to this matter. We look forward to continuing our collaborative relationship with Kirkland’s.

Sincerely,

BEYOND, INC.
By:	/s/ Marcus Lemonis
Name:	Marcus Lemonis
Title:	Executive Chairman