DILLARD'S, INC.

Regulatory Filings • May 21, 2024

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 18, 2024

Dillard’s, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(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):

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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))

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 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