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
Date of Report (Date of earliest event reported):
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(Commission File Number) | (IRS Employer | |
(Address of principal executive offices) | (Zip Code) |
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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):
| 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) | ||
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Securities registered pursuant to Section 12(b) of the Act:
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 5.07Submission of Matters to a Vote of Security Holders.
Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 18, 2024 in Little Rock, Arkansas. The following matters were submitted to a vote of the stockholders, the results of which were as follows:
| 1. | Election of Directors |
|
| Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes | |
Class A Nominees: | |||||||||
James I. Freeman | 9,239,814 | 746,417 | 7,089 | 604,665 | |||||
Rob C. Holmes | 9,869,210 | 116,824 | 7,286 | 604,665 | |||||
Reynie Rutledge | 9,730,968 | 255,250 | 7,102 | 604,665 | |||||
J.C. Watts, Jr. | 9,602,004 | 387,323 | 3,993 | 604,665 | |||||
Nick White | 9,654,099 | 335,889 | 3,332 | 604,665 | |||||
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 | - | - | - | |||||
Warren A. Stephens | 3,985,776 | - | - | - |
Other Proposals
|
| Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes | |
2. | Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2024: | 14,488,944 | 91,169 | 3,648 | - | ||||
3. | Approve an amendment to the Dillard's, Inc. 2005 Non-Employee Director Restricted Stock Plan: | 13,089,447 | 846,304 | 43,345 | 604,665 |
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: | May 21, 2024 | 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 and Entity Information |
May 18, 2024 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 18, 2024 |
| Entity Registrant Name | Dillard’s, Inc. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 1-6140 |
| Entity Tax Identification Number | 71-0388071 |
| Entity Address, Address Line One | 1600 Cantrell Road |
| Entity Address, City or Town | Little Rock |
| Entity Address State Or Province | AR |
| Entity Address, Postal Zip Code | 72201 |
| City Area Code | 501 |
| Local Phone Number | 376-5200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A Common Stock |
| Trading Symbol | DDS |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000028917 |
| Amendment Flag | false |