UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.07Submission 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 |