Kirkland's, Inc.
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 ): May 9, 2006
KIRKLANDS, INC.
(Exact Name of Issuer as Specified in Charter)
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Tennessee
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000-49885
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62-1287151 |
(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of Incorporation or
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Identification |
Organization)
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Number) |
805 North Parkway
Jackson, Tennessee 38305
(Address of Principal Executive Offices)
(731) 668-2444
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
2005 Executive Officer Bonuses
On May 9, 2006 our Board of Directors reviewed the achievement of personal performance goals
for fiscal 2005 with respect to our executive officers. Following the recommendation of the
Compensation Committee, the Board determined that certain executive officers had achieved their
personal performance goals so as to entitle them to a portion of their total bonus potential under
their respective employment agreements. Based on that review, the Board approved the following
annual bonuses for fiscal 2005 for the executive officers named below:
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Executive Officer |
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Fiscal 2005 Bonus |
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Robert E. Alderson,
Chief Executive Officer |
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30,000 |
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Reynolds C. Faulkner,
Executive Vice President and Chief Financial Officer
(until April 30, 2006) |
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$ |
30,000 |
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Dwayne F. Cochran,
Executive Vice President and Director of Stores |
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$ |
30,000 |
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Executive Officer Option Grants
Also on May 9, 2006, following the recommendation of the Compensation Committee, the Board
approved option grants to the following executives, in the following amounts, with an exercise
price equal to the closing price of our stock on the grant date:
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Executive Officer |
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Option Grant |
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Robert E. Alderson,
Chief Executive Officer |
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50,000 shares |
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Catherine A. David,
President and Chief Operating Officer |
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(1 |
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Michael Madden,
Vice President and Chief Financial Officer |
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20,000 shares |
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Dwayne F. Cochran, |
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Executive Vice President and Director of Stores |
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25,000 shares |
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(1) |
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Ms. David previously received an equity grant in fiscal 2006 pursuant to her employment
agreement. |
2006 Executive Officer Bonus Plan
Also on May 9, 2006, following the recommendation of the Compensation Committee, the Board
approved a management bonus plan for fiscal 2006, including the financial criteria and range of
potential bonus payments for each participant. Except to the extent otherwise indicated in the
chart below, the opportunity for the executive officers to earn a bonus for fiscal 2006 depends on
the achievement by the Company of a specified level of earnings per share in fiscal 2006 (the
financial goal). No financial goal-based bonus will be earned unless the Company achieves at
least 85% of the financial goal, and the target bonus amount is earned if the financial goal is
achieved at the 100% level, with a pro rata entitlement between those two points. The executive
officers have the opportunity to earn up to 150% of the target bonus level if the financial goal is
achieved at the 125% level. The percentage of each executive officers base salary which may be
earned at the target financial goal level is set forth in the chart below:
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Executive Officer |
Target
Bonus Amount as a Percentage of Base Salary |
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Robert E. Alderson,
Chief Executive Officer |
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100 |
% |
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Catherine A. David,
President and Chief Operating Officer |
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100 |
% |
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Dwayne F. Cochran,
Executive Vice President and Director
of Stores |
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100 |
%(2) |
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Michael Madden,
Vice President and Chief Financial
Officer |
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50 |
% |
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(2) |
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The ability to earn 75% of this amount is based on the financial goal, while the ability to
earn 25% of this amount is dependent on the achievement of personal performance goals determined by
the Compensation Committee. |
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.
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Kirklands, Inc.
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By: |
/s/ Robert E. Alderson
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Name: |
Robert E. Alderson |
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Date: May 11, 2006 |
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Title: |
Chief Executive Officer |
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