DILLARD'S, INC.

Current report (Form 8-K) · Jun 1, 2026 · Item 5.07

Company

DILLARD'S, INC.

Documents

Primary topic

Item 5.07

Filed

Jun 1, 2026

Filing summary Workforce analysis SEC documents(6)Filing text

Type

8-K

File

dds-20260514x8k.htm

Document text
8-K · dds-20260514x8k.htm iXBRL 0000028917 2026-05-28 2026-05-28 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): May 28, 2026 Dillard’s, Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 1-6140 71-0388071 (Commission File Number) (IRS Employer Identification No.) 1600 Cantrell Road Little Rock , Arkansas 72201 (Address of principal executive offices) (Zip Code) ( 501 ) 376-5200 (Registrant’s telephone number, including area code) 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 (see General Instruction A.2. below): ☐ 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 Symbol(s) Name of each exchange on which registered Class A Common Stock DDS New York Stock Exchange 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 5.07 Submission of Matters to a Vote of Security Holders . Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 28, 2026 in Little Rock, Arkansas. The following matters were submitted to a vote of the stockholders, the results of which were as follows: 1. Merger Proposal Votes For Votes Against Votes Abstained Broker Non-Votes Approval of (i) the Agreement and Plan of Merger, dated as of March 20, 2026, as amended on March 25, 2026 (including the plan of merger set forth therein, the “Merger Agreement”), by and among the Company, W.D. Company, Inc., an Arkansas corporation (“WDC”), and Alex Dillard, solely in his capacity as the Shareholder Representative, under which WDC will merge with and into the Company (the “Merger”), with the Company surviving the Merger, (ii) the Merger and (iii) the other transactions contemplated by the Merger Agreement 14,199,181 28,127 11,540 668,957 2. NYSE Proposal Votes For Votes Against Votes Abstained Broker Non-Votes Approval of, for the purposes of complying with Section 312.03(b)(i), Section 312.03(b)(ii) and Section 312.03(c) of the New York Stock Exchange Listed Company Manual, the issuance of (i) up to 41,496 shares of Class A common stock, par value $0.01 per share, of the Company, and (ii) up to 3,985,776 shares of Class B common stock, par value $0.01 per share, of the Company, in connection with the Merger 14,193,025 35,654 10,169 668,957 3. Election of Directors Votes For Votes Withheld Broker Non-Votes Class A Nominees: James I. Freeman 9,856,266 396,806 668,957 Rob C. Holmes 10,189,050 64,022 668,957 Reynie Rutledge 10,130,821 122,251 668,957 J.C. Watts, Jr. 10,181,182 71,890 668,957 Nick White 10,113,257 139,815 668,957 Class B Nominees: Robert C. Connor 3,985,776 - - William E. (Chip) Connor, II 3,985,776 - - Alex Dillard 3,985,776 - - Mike Dillard 3,985,776 - - William Dillard, II 3,985,776 - - William Dillard, III 3,985,776 - - H. Lee Hastings, III 3,985,776 - - Denise Mahaffy 3,985,776 - - Drue Matheny 3,985,776 - - 4. Ratification of the Appointment of KPMG LLP Votes For Votes Against Votes Abstained Broker Non-Votes Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2026 14,892,872 6,730 8,203 - 5. Advisory Vote on Executive Compensation Votes For Votes Against Votes Abstained Broker Non-Votes Advisory approval of the compensation of the Company's named executive officers 14,058,830 169,693 10,325 668,957 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. DILLARD’S, INC. Date: June 1, 2026 By: /s/ Phillip R. Watts Name: Phillip R. Watts Title: Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer By: /s/ Chris B. Johnson Name: Chris B. Johnson Title: Senior Vice President and Co-Principal Financial Officer

Document text

8-K · dds-20260514x8k.htm iXBRL

0000028917 2026-05-28 2026-05-28
 
 
 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): May 28, 2026
 
 Dillard’s, Inc.

 (Exact name of registrant as specified in its charter)
 
 Texas

 (State or other jurisdiction of incorporation)
 
 

 

 

 1-6140
     
 71-0388071

 (Commission File Number)
 
 (IRS Employer
Identification No.)

 
 
 

 1600 Cantrell Road
 Little Rock , Arkansas
 
 72201

 (Address of principal executive offices)
 
 (Zip Code)

 
 ( 501 ) 376-5200

 (Registrant’s telephone number, including area code)
 
 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 (see General Instruction A.2. below):
 
 

 

 

 ☐
    
 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 Symbol(s)

 Name of each exchange on which registered

 Class A Common Stock

 DDS

 New York Stock Exchange

 
 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 5.07 Submission of Matters to a Vote of Security Holders .
 Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 28, 2026 in Little Rock, Arkansas. The following matters were submitted to a vote of the stockholders, the results of which were as follows:
 
 
 1. Merger Proposal

 

 

 

 

 

 

 

 

 

 

 
 
 
 Votes For
     
 Votes Against
     
 Votes Abstained
     
 Broker Non-Votes

 
 Approval of (i) the Agreement and Plan of Merger, dated as of March 20, 2026, as amended on March 25, 2026 (including the plan of merger set forth therein, the “Merger Agreement”), by and among the Company, W.D. Company, Inc., an Arkansas corporation (“WDC”), and Alex Dillard, solely in his capacity as the Shareholder Representative, under which WDC will merge with and into the Company (the “Merger”), with the Company surviving the Merger, (ii) the Merger and (iii) the other transactions contemplated by the Merger Agreement
 
 14,199,181
 
 28,127
 
 11,540
 
 668,957

 
 
 
 2. NYSE Proposal

 
 

 

 

 

 

 

 

 

 

 

 
 
 
 Votes For
     
 Votes Against
     
 Votes Abstained
     
 Broker Non-Votes

 
 Approval of, for the purposes of complying with Section 312.03(b)(i), Section 312.03(b)(ii) and Section 312.03(c) of the New York Stock Exchange Listed Company Manual, the issuance of (i) up to 41,496 shares of Class A common stock, par value $0.01 per share, of the Company, and (ii) up to 3,985,776 shares of Class B common stock, par value $0.01 per share, of the Company, in connection with the Merger
 
 14,193,025
 
 35,654
 
 10,169
 
 668,957

 
 
 
 
 

 3. Election of Directors

 
 

 

 

 

 

 

 

 

     
 
     
 Votes For
     
 Votes Withheld
     
 Broker Non-Votes

 
 Class A Nominees:
 
 
 
 
 
 

 
 James I. Freeman
 
 9,856,266
 
 396,806
 
 668,957

 
 Rob C. Holmes
 
 10,189,050
 
 64,022
 
 668,957

 
 Reynie Rutledge
 
 10,130,821
 
 122,251
 
 668,957

 
 J.C. Watts, Jr.
 
 10,181,182
 
 71,890
 
 668,957

 
 Nick White
 
 10,113,257
 
 139,815
 
 668,957

 
 
 
 
 
 
 
 

 
 Class B Nominees:
 
 
 
 
 
 

 
 Robert C. Connor
 
 3,985,776
 
 -
 
 -

 
 William E. (Chip) Connor, II
 
 3,985,776
 
 -
 
 -

 
 Alex Dillard
 
 3,985,776
 
 -
 
 -

 
 Mike Dillard
 
 3,985,776
 
 -
 
 -

 
 William Dillard, II
 
 3,985,776
 
 -
 
 -

 
 William Dillard, III
 
 3,985,776
 
 -
 
 -

 
 H. Lee Hastings, III
 
 3,985,776
 
 -
 
 -

 
 Denise Mahaffy
 
 3,985,776
 
 -
 
 -

 
 Drue Matheny
 
 3,985,776
 
 -
 
 -

 
 
 
 
 
 
 
 
 
 4. Ratification of the Appointment of KPMG LLP

 

 

 

 

 

 

 

 

 

 

     
 
     
 Votes For
     
 Votes Against
     
 Votes Abstained
     
 Broker Non-Votes

 
 Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2026
 
 14,892,872
 
 6,730
 
 8,203
 
 -

 
 
 
 5. Advisory Vote on Executive Compensation

 
 

 

 

 

 

 

 

 

 

 

 
 
 
 Votes For
     
 Votes Against
     
 Votes Abstained
     
 Broker Non-Votes

 
 Advisory approval of the compensation of the Company's named executive officers
 
 14,058,830
 
 169,693
 
 10,325
 
 668,957

 
 
 
 

 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.
 
 

 

 

 

 

 
 
     
 
 DILLARD’S, INC.

 
 
 
 
 

 Date:
 June 1, 2026
 
 By:
 /s/ Phillip R. Watts

 
 
 
 Name:
 Phillip R. Watts

 
 
 
 Title:
 Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer

 
 
 
 
 

 
 
 
 By:
 /s/ Chris B. Johnson

 
 
 
 Name:
 Chris B. Johnson

 
 
 
 Title:
 Senior Vice President and Co-Principal Financial Officer

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