KIRKLAND'S, INC (Form: 8-K, Received: 04/16/2018 16:55:31)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported):		April 16, 2018

(Exact name of registrant as specified in its charter)



Tennessee	000-49885	62-1287151
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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



	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:

¨ 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))

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. ¨

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

On April 16, 2018 , Kirkland’s, Inc. (the “Company”), entered into a retention agreement with Nicole Strain, the Company’s interim Chief Financial Officer (the “Retention Agreement”), pursuant to which she has an opportunity to receive a $25,000 retention bonus (the “Retention Bonus”). Ms. Strain will receive the Retention Bonus if she remains with the Company for 90 days following the start date of the Company’s new permanent Chief Executive Officer or in the event that her employment is terminated during such 90 day period without good cause or if she quits for good reason. The preceding description of the Retention Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Retention Agreement, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished as part of this Report:

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.

April 16, 2018	By:	/s/ Carter R. Todd
		Name: Carter R. Todd
		Title: Vice President and General Counsel

United States Of America

On behalf of Kirkland’s Inc. (the “ Company ”), this letter agreement addresses your continuing role with the Company following the resignation of Mike Madden. We appreciate your willingness to serve the Company.

As you know, the Company is in the process of conducting a search for a new Chief Executive Officer. If you remain employed by the Company for 90 days following the start date of the new permanent Chief Executive Officer (“ 90-Day Period ”), you will be paid a bonus of $25,000 promptly thereafter (“ Retention Bonus ”) Further, if you are terminated without cause (as defined below) or if you quit for good reason (as defined below) during the time period from now until the end of such 90-Day Period, you shall be entitled to receive, promptly after such separation of service, the Retention Bonus.

As used above the term “cause” shall mean the occurrence of any of the following, as determined in good faith by the Company: (i) alcohol abuse or use of controlled drugs (other than in accordance with a physician’s prescription) by you; (ii) illegal conduct or gross misconduct by you which is materially and demonstrably injurious to the Company, without limitation, fraud, embezzlement, theft or proven dishonesty; (iii) your conviction of a misdemeanor involving moral turpitude or a felony; (iv) your entry of a guilty or nolo contendere plea to a misdemeanor involving moral turpitude or a felony, (v) your material breach of any agreement with, or duty owed to, the Company or its affiliates, or (vi) your failure, refusal or inability to perform, in any material respect, your duties to the Company or its Affiliates, which failure continues for more than fifteen (15) days after written notice thereof from the Company.

The term “good reason” shall mean the occurrence of any of the following: (i) the assignment of any duties inconsistent with your position, authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a reduction by the Company in your annual salary, provided that if the salaries of substantially all of the Company’s senior executive officers (including the Company’s President and CEO) are contemporaneously and proportionately reduced, a reduction in your salary will not constitute “Good Reason” hereunder; (iii) the failure by the Company, without your consent, to pay to you any portion of your current compensation, except pursuant to a compensation deferral elected by you, other than an isolated and inadvertent failure which is remedied by the Company promptly after receipt of notice from you; (iv) the relocation of the Company’s principal executive offices to a location more than 35 miles from the current location of such offices, or the Company’s requiring you to be based anywhere other than the Company’s principal executive offices, except for required travel on the Company’s business; or (v) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this agreement. For the avoidance of doubt, failure to name you permanent Chief Financial Officer shall not be deemed a material diminution in your position authority, duties or responsibilities within the meaning of clause (i) of the above definition, and a reduction in your annual salary as a result of your resuming the role of Controller shall not be deemed a breach of class (ii) of the above definition.

Except as expressly provided above, your employment will continue on the same basic terms as in place prior to the date of this letter, and both parties hereto acknowledge that your employment relationship with the Company remains an “at will” relationship. To acknowledge your agreement with the foregoing, please execute and date this letter in the space provided below and return the executed original to me.

By: /s/ Michael Cairnes

Title: Acting Chief Executive Officer

Agreed on April 16, 2018:



Exhibit No.		Description
10.1		Letter Agreement, effective April 16, 2018, by and between Nicole Strain and Kirkland’s, Inc.