The Brand House Collective (KIRK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 24, 2025, at company headquarters, with voting on key governance and compensation matters.

• Shareholders of record as of May 22, 2025, are eligible to vote in person, by mail, phone, or online.

• Forward-looking statements are included, with reference to risk factors and uncertainties.

Voting matters and shareholder proposals

• Proposal to declassify the Board, moving from staggered three-year terms to annual elections for all directors.

• Election of five directors for one-year terms if declassification is approved; otherwise, election by class.

• Amendment to increase shares available under the 2002 Equity Incentive Plan from 5.5M to 8.5M.

• Proposal to change the company name to The Brand House Collective, Inc., reflecting a new multi-brand strategy.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Shareholder proposals for the 2026 meeting must be submitted between April 25 and May 25, 2026.

Board of directors and corporate governance

• Board reduced from six to five members in June 2025, with significant refreshment and new appointments.

• Board leadership separated from CEO role; independent director serves as Chair.

• Board and committees (Audit, Compensation, Governance/Nominating) are composed solely of independent directors.

• Board diversity and refreshment emphasized, with active search for women and minority candidates.

• Board evaluations and orientation programs in place; retirement policy for non-management directors at age 70.