Merger, share issuance and board slate win approval at Dillard’s (NYSE: DDS)

Rhea-AI Filing Summary

Dillard’s, Inc. reported the results of its annual stockholder meeting held in Little Rock, Arkansas. Stockholders approved the Agreement and Plan of Merger among the company, W.D. Company, Inc. and Alex Dillard as shareholder representative, along with the merger and related transactions.

They also approved, for New York Stock Exchange compliance purposes, the 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. All Class A and Class B director nominees were elected, KPMG LLP was ratified as independent registered public accounting firm for 2026, and stockholders gave advisory approval to the compensation of named executive officers.

Insights

Corporate governance analyst

Shareholders backed Dillard’s merger, share issuance, board slate and pay.

Stockholders of Dillard’s, Inc. approved the merger agreement with W.D. Company, Inc. and related transactions, including authorization to issue up to 41,496 Class A shares and 3,985,776 Class B shares tied to the merger. This clears a key governance hurdle for the transaction.

All Class A and Class B director nominees received sufficient support, indicating continuity in board composition. Ratification of KPMG LLP as independent registered public accounting firm for 2026 and advisory approval of named executive officer compensation show broad acceptance of existing oversight and pay structures in this meeting’s agenda.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Merger approval votes for: 14,199,181 votes Merger approval votes against: 28,127 votes Class A shares authorized: 41,496 shares +4 more

7 metrics

Merger approval votes for 14,199,181 votes Approval of merger agreement and related transactions

Merger approval votes against 28,127 votes Approval of merger agreement and related transactions

Class A shares authorized 41,496 shares Maximum Class A common stock issuable in connection with merger

Class B shares authorized 3,985,776 shares Maximum Class B common stock issuable in connection with merger

Auditor ratification votes for 14,892,872 votes Ratification of KPMG LLP as 2026 independent auditor

Say-on-pay votes for 14,058,830 votes Advisory approval of named executive officer compensation

Broker non-votes on merger 668,957 votes Merger agreement approval proposal

Key Terms

Agreement and Plan of Merger, Merger Agreement, Broker Non-Votes, independent registered public accounting firm, +2 more

6 terms

Agreement and Plan of Merger regulatory

"Approval of (i) the Agreement and Plan of Merger, dated as of March 20, 2026, as amended on March 25, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Agreement regulatory

"including the plan of merger set forth therein, the “Merger Agreement”"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Broker Non-Votes financial

"Votes For ... Votes Against ... Votes Abstained ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory approval of the compensation financial

"Advisory approval of the compensation of the Company's named executive officers"

New York Stock Exchange Listed Company Manual regulatory

"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"

A listed company manual is the rulebook a stock exchange uses to set the standards and requirements companies must meet to join and remain on the exchange. Think of it as a membership handbook that covers what companies must disclose, how they should govern themselves, and what practices they must follow; for investors this matters because it creates baseline transparency and accountability, helping assess risk and trustworthiness and protecting the value of their holdings.

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Understanding 8-K Material Events →

0000028917false00000289172026-05-282026-05-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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

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Dillard’s, Inc.

(Exact name of registrant as specified in its charter)

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Texas

(State or other jurisdiction of incorporation)

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​	​	​
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)

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(501) 376-5200

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report.)

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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):

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☐	​ ​	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	​	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	​	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	​	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	DDS	New York Stock Exchange

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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).

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Emerging growth company   ☐

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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. ☐

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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:

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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

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2. NYSE Proposal

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​	​	​	​	​	​	​	​	​	​
​	​	​	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

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3. Election of Directors

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​ ​ ​	​	​ ​ ​	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	​	-	​	-

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4. Ratification of the Appointment of KPMG LLP

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​ ​ ​	​	​ ​ ​	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	​	-

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5. Advisory Vote on Executive Compensation

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​	​	​	​	​	​	​	​	​	​
​	​	​	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

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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.

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​	​	​ ​ ​	​	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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FAQ

What merger did Dillard’s (DDS) shareholders approve at the 2026 annual meeting?

Shareholders approved the Agreement and Plan of Merger among Dillard’s, W.D. Company, Inc., and Alex Dillard as shareholder representative. The approval covers the merger itself and other transactions contemplated by the merger agreement, allowing W.D. Company, Inc. to merge with and into Dillard’s.

What new Dillard’s (DDS) share issuances were approved in connection with the merger?

Stockholders approved issuing up to 41,496 shares of Class A common stock and up to 3,985,776 shares of Class B common stock. This approval was specifically to comply with Sections 312.03(b)(i), 312.03(b)(ii) and 312.03(c) of the New York Stock Exchange Listed Company Manual.

Did Dillard’s (DDS) shareholders re-elect the company’s directors at the 2026 meeting?

Yes. All listed Class A nominees, including James I. Freeman and others, received more votes for than withheld. All Class B nominees, including Robert C. Connor, William E. (Chip) Connor, II, Alex Dillard and others, received 3,985,776 votes each with no votes withheld or broker non-votes.

Who will serve as Dillard’s (DDS) independent auditor for 2026?

Shareholders ratified KPMG LLP as Dillard’s independent registered public accounting firm for 2026. The ratification received 14,892,872 votes for, 6,730 votes against and 8,203 votes abstained, with no broker non-votes recorded for this proposal.

How did Dillard’s (DDS) shareholders vote on executive compensation in 2026?

In an advisory vote, shareholders approved compensation for Dillard’s named executive officers. The proposal received 14,058,830 votes for, 169,693 votes against and 10,325 votes abstained, with 668,957 broker non-votes recorded on this non-binding executive pay resolution.

Where was the 2026 Dillard’s (DDS) annual stockholder meeting held?

The annual meeting of Dillard’s stockholders was held in Little Rock, Arkansas. The company’s principal executive offices are at 1600 Cantrell Road, Little Rock, Arkansas 72201, and the meeting date was May 28, 2026, as reported in the filing.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.7 KB