Dillard's Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger among Dillard’s, W.D. Company, Inc. (WDC) and Alex Dillard (Shareholder Representative) to merge WDC with and into Dillard’s, approve the Merger and related transactions contemplated by the Merger Agreement.

   More detail

   This management proposal requests shareholder approval of a related-party merger whereby W.D. Company, Inc. (WDC), a family holding company that owns 41,496 shares of Dillard’s Class A Common Stock and 3,985,776 shares of Class B Common Stock, will be merged into Dillard’s with Dillard’s as the surviving corporation. The Merger Agreement provides that WDC’s equity will be cancelled and WDC shareholders will receive a pro rata share of up to 41,496 Class A shares and up to 3,985,776 Class B shares of Dillard’s plus an aggregate cash consideration equal to WDC’s cash and the average fair value of other public securities held by WDC, with no dilution to existing public shareholders because the aggregate stock consideration equals the shares already held by WDC. The Board, acting on the Special Committee’s unanimous recommendation, concluded the transaction is fair and advisable, emphasizing governance continuity, simplification of ownership structure, management succession planning, and the preservation of family control via a Voting and Exchange Agreement. The Merger is conditioned on requisite approvals, HSR clearance, and other customary closing conditions and may be terminated under specified circumstances, including failure to obtain shareholder approvals, regulatory prohibitions, or by mutual agreement. The Board recommends a vote FOR the proposal, noting potential conflicts of interest because certain directors and officers are WDC shareholders or officers and may receive merger consideration; these interests were considered by the Special Committee. The Merger Agreement contains customary representations, covenants, indemnities (subject to a cap equal to the aggregate merger consideration, except for fraud or breaches of fundamental representations), termination rights, and procedures for dissenting shareholders and appraisal rights for certain classes. Completion would be accounted for as a purchase for financial reporting and is intended to be a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code, supported by a private letter ruling; if consummated, Voting and Exchange Agreement provisions would preserve family control and alignment by requiring unified voting and exercise of right-of-first-offer to lineal descendants, fostering continued controlled-company status.

2. 2

   NYSE Proposal

   ManagementBoard: FOR

   Approve issuance of up to 41,496 shares of Class A common stock and up to 3,985,776 shares of Class B common stock in connection with the Merger to comply with NYSE rules.

   More detail

   This management proposal seeks shareholder approval to issue (i) up to 41,496 shares of Class A common stock and (ii) up to 3,985,776 shares of Class B common stock in connection with the proposed merger, in order to comply with NYSE listing rules requiring shareholder approval for certain issuances to directors, officers or substantial security holders and issuances that would exceed specified percentage thresholds of outstanding shares or voting power. Although economically neutral to public holders because the stock issuance mirrors the shares currently held by W.D. Company, Inc. (WDC), these issuances could affect voting power and exceed NYSE thresholds (notably over 20% of voting power and shares), so separate shareholder approval is required. The Board recommends a vote FOR and notes the related-party nature of the transaction — many WDC recipients are Dillard’s directors or executive officers — and stresses that approval is a condition to closing. The proposal is procedural and NYSE-compliance driven, but carries governance significance because of the concentration of voting power retained by lineal descendants of the Dillard family through the Voting and Exchange Agreement, which would reinforce controlled-company status post-closing.

3. 3

   Election of Directors

   ManagementBoard: FOR

   Elect fourteen directors: five Class A directors (elected by Class A shareholders) and nine Class B directors (elected by Class B shareholders).

4. 4

   Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2026

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

5. 5

   Advisory Vote on Executive Compensation (“Say-on-Pay”

   ManagementBoard: FOR

   Conduct an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote). The Board and Compensation Committee recommend a vote FOR the proposal, asserting that their compensation framework—centered on competitiveness, pay-for-performance, accountability for short- and long-term results, and alignment with shareholder interests—is effective. The Company’s compensation program combines base salary, annual cash performance bonuses tied to pre-tax income, equity-based compensation via a formula-driven stock bonus plan, and pension benefits; retention and governance safeguards such as an independent compensation consultant and a shareholder advisory vote process are highlighted. While advisory and not binding, the Board commits to reviewing vote outcomes when setting future pay. The proposal’s significance is elevated by the related-party transaction context of this proxy, but its structure is consistent with the company’s historical pay practices and recent strong shareholder support (98% approval in 2023).

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When is the Dillard's Inc 2026 annual meeting?

Dillard's Inc (DDS) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Dillard's Inc 2026 meeting?

The record date for the Dillard's Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dillard's Inc's 2026 meeting?

The board is presenting 14 director nominees at the Dillard's Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dillard's Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Dillard's Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.