Kirkland : 2023 Proxy Statement

Amy E. Sullivan

President, Chief Executive Officer and Director

May 10, 2024

Dear Shareholder:

It is my pleasure to invite you to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Kirkland's, Inc. (the "Company, "we," "us," or "our"), which will be held at 9:00 a.m., local time, on Wednesday, June 26, 2024 at the Company's headquarters, 5310 Maryland Way, Brentwood, Tennessee 37027. The doors will open at 8:30 a.m., local time. Our directors and management team will be available to answer questions.

The Notice of Annual Meeting, Proxy Statement and proxy card accompanying this letter describe the business to be conducted at the Annual Meeting. The Notice of Annual Meeting, the Proxy Statement and our 2023 Annual Report to Shareholders are available at http://ir.kirklands.com/Annual_Meeting. We encourage you to read our 2023 Annual Report to Shareholders prior to voting your shares.

We hope you will be able to join us at the Annual Meeting. Whether or not you plan to attend, we encourage you to vote and submit your proxy prior to the Annual Meeting by following the instructions described in the Proxy Statement. You may vote in advance of the Annual Meeting via the Internet, by telephone or, if you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. If you attend the Annual Meeting, your shares will be voted as instructed in your proxy, or you may withdraw your proxy at the Annual Meeting and vote your shares in person.

I look forward to seeing you at the Annual Meeting.

Sincerely,

Amy E. Sullivan

President, Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Wednesday, June 26, 2024

9:00 a.m. local time

Kirkland's Home Corporate Office

5310 Maryland Way

Brentwood, TN 37027

May 10, 2024

Dear Shareholder:

You are invited to the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Kirkland's, Inc. (the "Company," "we," "us," or "our"). We will hold the Annual Meeting at the time and place noted above. At the Annual Meeting, we will ask you to:

• Elect three Class I directors, Steven J. Collins, Ann E. Joyce and R. Wilson Orr, III, each for a term of three years, and elect one Class III director Amy E. Sullivan, for a term of two years;
• Approve an amendment to the amended and restated Kirkland's Inc. 2002 Equity Incentive Plan to increase the number of common shares available for issuance thereunder;
• Hold an advisory vote on our named executive officers' compensation;
• Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025; and
• Vote on any other business properly brought before the Annual Meeting.

These matters are more fully described in the Proxy Statement accompanying this notice. Only shareholders listed on the Company's records at the close of business on the record date, which is April 29, 2024, are entitled to vote on the matters presented at the Annual Meeting (or any adjournment or postponement thereof).

Your vote is important. To be sure your shares are voted and represented at the Annual Meeting, please vote and submit your proxy prior to the Annual Meeting by following the instructions described in the Proxy Statement. You may vote in advance of the Annual Meeting via the Internet, by telephone or, if you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. As we are providing access to our proxy materials over the Internet, shareholders will receive a "Notice of Internet Availability of Proxy Materials" which contains detailed instructions as to how shareholders can access the proxy materials and vote their shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 26, 2024.

THE NOTICE OF ANNUAL MEETING, THE PROXY STATEMENT AND THE 2023 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT http://ir.kirklands.com/Annual_Meeting.

By order of the Board of Directors,

Carter R. Todd

Senior Vice President, General

Counsel

and Corporate Secretary

Kirkland's, Inc.

5310 Maryland Way

Brentwood, TN 37027

IMPORTANT

It is important that your shares be represented at the Annual Meeting. You are cordially invited to attend the Annual Meeting in person. If you plan to attend the Annual Meeting, you must have an admission ticket or other proof of share ownership as of the close of business on April 29, 2024, the record date for the Annual Meeting.

You will not be admitted to the Annual Meeting without proper identification (such as a driver's license or passport) and either proof of your ownership of Kirkland's common stock or proof that you hold a valid proxy from a shareholder who held Kirkland's common stock as of the record date for the Annual Meeting.

Registration will begin at 8:30 a.m., local time. Please allow ample time for check-in. Please bring proper identification and evidence of either your stock ownership or the grant of any valid proxy you hold with you in order to be admitted to the Annual Meeting. If your shares (or the shares of the shareholder who granted you the proxy) are held in the name of a bank, broker, or other nominee holder and you plan to attend the Annual Meeting in person, please bring a copy of your broker statement, the proxy card mailed to you by your bank or broker or other proof of ownership of Kirkland's common stock (or the equivalent proof of ownership as of the close of business on the record date of the shareholder who granted you the proxy). For information on requirements relating to voting your shares in person at the Annual Meeting, see "Item I - Information About Voting" on page 1 of the accompanying Proxy Statement.

Cameras, cell phones, recording equipment, and other electronic devices will not be permitted at the Annual Meeting.

Table of Contents
I. Information about Voting	1
Solicitation of Proxies	1
Agenda Items	1
Who Can Vote	1
How to Vote	1
Use of Proxies	2
Quorum Requirement	2
Vote Required for Action	2
Broker Non-Votes	3
Revoking a Proxy or Changing Your Vote	3
II. The Proposals to be Voted on	5
III. Board of Directors and Executive Officers	12
Nominees for Director	12
Directors Continuing in Office	13
Information about our Executive Officers	15
IV. Information about the Board of Directors and Corporate Governance	16
Board Leadership Structure	16
Code of Business Conduct and Ethics	16
Board Independence	16
Board Diversity and Refreshment	16
Board of Directors and Committee Meetings	17
Compensation Committee Interlocks and Insider Participation	19
Director Nomination Process	19
Board Orientation and Continuing Education	20
Board Evaluations	20
Corporate Governance Guidelines and Director Retirement Policy	20
Board of Directors Role in Risk Oversight	20
Human Capital	21
Environmental, Social and Governance	22
Board of Directors Compensation	22
Communications with Members of the Board of Directors	23
V. Security Ownership of Kirkland's	24
Security Ownership of Certain Beneficial Owners and Management	24
VI. Executive Compensation	25
Narrative Description of Named Executive Officer Compensation	25
Summary Compensation Table	30
All Other Compensation	30
Outstanding Equity Awards at 2023 Fiscal Year-End	31
Employment Arrangements and Post-Employment Compensation and Benefits	31
Pay Versus Performance	33
VII. Related Party Transactions	36
Our Policies Regarding Related Party Transactions	36
VIII. Other Matters	37
Delinquent Section 16(a) Reports	37
Independent Registered Public Accounting Firm	37
Audit Committee Report	37
Audit and Non-Audit Fees	38
Pre-Approval Policy	38
Shareholder Proposals for the 2025 Annual Meeting	39
Annual Report	39
Householding of Proxy Materials	39
Expenses Relating to this Proxy Solicitation	40
Appendix A: Proposed Amendment to Kirkland's, Inc. Amended and Restated 2002 Equity Incentive Plan	41
Appendix B: Kirkland's, Inc. Amended and Restated 2002 Equity Incentive Plan	42

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I. INFORMATION ABOUT VOTING

Solicitation of Proxies

The Board of Directors (the "Board of Directors" or the "Board") of Kirkland's, Inc. ("Kirkland's," the "Company," "we," "us" or "our") is soliciting proxies for use at our Annual Meeting of Shareholders to be held on June 26, 2024 (the "Annual Meeting") and any adjournments of that Annual Meeting. This Proxy Statement, the accompanying form of proxy card and our Annual Report to Shareholders for our fiscal year ending February 3, 2024 ("fiscal 2023") are first being made available to our shareholders on or about May 10, 2024.

As permitted by the rules of the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide our shareholders with access to our proxy materials over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (a "Notice of Internet Availability") was mailed on or about May 10, 2024 to our shareholders of record as of the close of business on April 29, 2024, the record date for the Annual Meeting. This Notice of Internet Availability contains instructions on how to access and read this Proxy Statement and our Annual Report to Shareholders for fiscal 2023 on the Internet and how to vote. If you received a Notice of Internet Availability by mail, you will not receive printed copies of the proxy materials in the mail, unless you request them by following the instructions in the Notice of Internet Availability. In addition, shareholders may request to receive copies of the proxy materials in printed form by mail on an ongoing basis by following the instructions on the website referred to in the Notice of Internet Availability.

Agenda Items

The agenda for the Annual Meeting is to:

1. Elect three Class I directors, Steven J. Collins, Ann E. Joyce and R. Wilson Orr, III, each for a term of three years and elect one Class II director, Amy E. Sullivan, for a term of two years;
2. Approve an amendment to the amended and restated Kirkland's, Inc. 2002 Equity Incentive Plan to increase the number of common shares available for issuance thereunder;
3. Hold an advisory vote on our named executive officers' compensation;
4. Ratify the selection of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending February 1, 2025 ("fiscal 2024"); and
5. Vote on any other business properly brought before the Annual Meeting.

Who Can Vote

You can vote at the Annual Meeting if you are a holder of our common stock, no par value per share ("Common Stock"), on the record date, which is the close of business on April 29, 2024. You will have one vote for each share of Common Stock that you held as of the close of business on the record date. As of April 29, 2024, there were 13,038,978 shares of Common Stock outstanding and entitled to vote.

How to Vote

For Shares Held Directly in the Name of the Shareholder

If you hold your shares in registered form and not through a bank, brokerage firm or other nominee, you may vote your shares in one of the following ways:

• In Person. If you choose to vote in person, you can attend the Annual Meeting and cast your vote in person;
• Voting By Mail. If you choose to vote by mail, complete the proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted in favor of each of the proposals presented at the Annual Meeting;
• Voting By Telephone. If you choose to vote by telephone, call 1-800-690-6903 and follow the instructions to vote your shares; or

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• Voting on the Internet. If you choose to vote on the Internet, visit www.proxyvote.com and follow the instructions to vote your shares.

For Shares Held Through a Bank, Brokerage Firm or Other Nominee

If you hold your shares through a bank, brokerage firm or other nominee, you may vote your shares in any one of the following ways:

• In Person. If you choose to vote in person at the Annual Meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee authorizing you to vote at the Annual Meeting. You can then come to the Annual Meeting and cast your vote in person;
• Voting By Mail. If you choose to vote by mail, complete and return to your bank, brokerage firm or other nominee the voting instruction form provided to you by your bank, brokerage firm or other nominee; or
• Voting By Telephone or Internet. If you choose to vote by telephone or Internet, vote in accordance with instructions set forth on the voting instruction form provided to you by your bank, brokerage firm or other nominee.

Use of Proxies

Shareholders of record receive a Notice of Internet Availability or, if requested, paper copies of the proxy materials, including a proxy card, from the Company, whereas shareholders who beneficially own their shares through a bank or brokerage firm in "street name" will receive the Notice of Internet Availability or proxy materials, together with a voting instruction form, from the bank or broker. If you are a shareholder of record, and properly complete your proxy card and send it to the Company prior to the vote at the Annual Meeting, or submit your proxy electronically over the Internet or by telephone before voting closes, your shares will be voted as you have directed. If you sign and return the proxy card prior to the Annual Meeting, but do not make specific choices, your shares will be voted in accordance with the recommendations of the Board of Directors: FOR the nominees for director, FOR the amendment to the amended and restated Kirkland's, Inc. 2002 Equity Incentive Plan, FOR the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement, pursuant to an advisory vote, and FOR the ratification of EY as the Company's independent registered public accounting firm for fiscal 2024. We do not know of any other matters to come before the Annual Meeting. If they do, proxy holders will vote the proxies according to their best judgment.

Shareholders who hold their shares in street name should refer to "Broker Non-Votes" below for information concerning the voting of their shares on any matter for which they do not provide voting instructions to their bank or broker, either by returning a completed, dated and signed voting instruction form in the envelope provided, or by telephone or Internet as provided in the voting instruction form provided to you by your bank or brokerage firm.

Quorum Requirement

We need a quorum of shareholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding Common Stock entitled to vote at the Annual Meeting either attend the Annual Meeting in person or are represented by proxy. Broker non-votes and votes withheld are counted as present for the purpose of establishing a quorum.

Vote Required for Action

Each director nominee will be elected if the votes cast "FOR" such nominee's election exceed the votes cast "AGAINST" such nominee's election at the Annual Meeting (with abstentions and broker non-votes not counted as votes cast either for or against such election). Proxies may not be voted for more than one director, and shareholders may not cumulate votes in the election of directors.

The amendment to the amended and restated Kirkland's Inc. 2002 Equity Incentive Plan, the advisory vote on our named executive officers' compensation and the ratification of EY as our independent registered public

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accounting firm for fiscal 2024, and any other actions properly presented at the Annual Meeting are approved if the votes cast in favor of the action exceed the votes cast opposing the action.

Shares represented by proxies that are properly marked "ABSTAIN" will be counted for purposes of determining the presence of a quorum at the Annual Meeting. Shares represented by proxies that abstain from voting on the amendment of the amended and restated Kirkland's, Inc. 2002 Equity Incentive Plan, the advisory vote on our named executive officers' compensation, or the ratification of EY as our independent registered public accounting firm for fiscal 2024 will not have any effect on the outcome of those votes.

Broker Non-Votes

A broker non-vote occurs when banks or brokerage firms holding shares on behalf of a shareholder do not receive voting instructions from the beneficial owner of the shares by a specified date before the Annual Meeting and do not have discretionary authority to vote those undirected shares on specified matters under applicable stock exchange rules. The election of directors, the amendment to the amended and restated Kirkland's, Inc. 2002 Equity Incentive Plan and the advisory vote related to our named executive officer compensation are considered non-routine matters and broker discretionary voting on these matters is prohibited. As a result, if you are a beneficial owner, hold your shares in street name, and do not give your bank, broker or other nominee instructions on how to vote your shares with respect to the election of directors, the amendment to the amended and restated Kirkland's, Inc. 2002 Equity Incentive Plan or the advisory vote on executive compensation, no votes will be cast on your behalf with respect to those proposals. In contrast, the ratification of auditors is a discretionary matter, so your bank, broker or nominee will be permitted to exercise discretionary authority to vote your shares with respect to the ratification of our selection of EY as our independent registered public accounting firm even if you do not give your bank, broker or other nominee instructions on how to vote your shares with respect to that proposal. Shares with respect to which brokers do not have authority to vote may still be counted in determining whether a quorum is present.

Because the Company has a majority voting standard for the election of directors, and the other proposals will be approved only if the votes cast in favor of the action exceed the votes cast opposing the action, broker non- votes will have no effect on the outcome of the vote on any of the proposals contained in this Proxy Statement.

Revoking a Proxy or Changing Your Vote

For Shares Held Directly in the Name of the Shareholder

If you hold your shares in registered form and not through a bank, brokerage firm or other nominee, you may revoke your proxy at any time before it is exercised. You can revoke a proxy by:

• Submitting a later-dated proxy by mail or a later-dated vote by telephone or over the Internet;
• Sending a written notice to the Corporate Secretary of Kirkland's. You must send any written notice of a revocation of a proxy so as to be delivered before the taking of the vote at the Annual Meeting to: Kirkland's, Inc., 5310 Maryland Way, Brentwood, TN, 37027, Attention: Carter R. Todd, Senior Vice President, General Counsel and Corporate Secretary; or
• Attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not in and of itself revoke your proxy. You must also vote your shares at the Annual Meeting in order to effectively revoke your previously delivered proxy.

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For Shares Held Through a Bank, Brokerage Firm or Other Nominee

If you hold your shares through a bank, brokerage firm or other nominee, you may change your vote at any

time by:

• Submitting a later-dated voting instruction form by mail to your bank, brokerage firm or other nominee;
• Submitting a later-dated vote by telephone or over the Internet in accordance with instructions set forth on the voting instruction form provided to you by your bank, brokerage firm or other nominee; or
• Attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not in and of itself revoke your voting instructions to your bank, brokerage firm or other nominee. You must also vote your shares at the Annual Meeting in order to effectively revoke your previously delivered voting instructions. In order, however, to vote your shares at the Annual Meeting, you must obtain a legal proxy, executed in your favor, from your bank, brokerage firm or other nominee.

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