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 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
DDS Dillard'S, Inc. - 8-K
Accession
0000028917-26-0000155.07
Item 5.07 - Submission of Matters to a Vote of Security Holders
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