secwatch / observer

8-K filed June 1, 2026, 4:13 PM ET ticker DDS CIK 0000028917

M&A confidence high sentiment neutral materiality 0.75

Dillard's shareholders approve merger with W.D. Company, Inc.

DILLARD'S, INC.

Merger proposal passed with 14,199,181 votes for and 28,127 against.
All director nominees elected; Class B nominees received 3,985,776 votes each without opposition.
Ratification of KPMG as auditor for 2026 approved with 14,892,872 votes for.
Advisory vote on executive compensation passed with 14,058,830 votes for.

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0000028917-26-000015
form_type: 8-K
ticker: DDS
cik: 0000028917
company_name: DILLARD'S, INC.
filed_at: 2026-06-01T20:13:43+00:00
discovered_at: 2026-06-01T20:15:00.309381+00:00
generated_at: 2026-06-01T20:24:51.413095+00:00
sec_items: ["5.07"]
event_type: m_and_a
sentiment: neutral
materiality_score: 0.75
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confidence: high
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edgar_index_url: https://www.sec.gov/Archives/edgar/data/28917/000002891726000015/0000028917-26-000015-index.htm
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JSON Markdown Plain text

Source-grounded claims

1ee0f567a64e9900a1a92309d47bdb339ab6dcbe

DILLARD'S, INC. shareholders approved Election of Director - William Dillard, II at the 2026-05-28 meeting.

William Dillard, II 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

3bbfe0fb5e286ac776508c89792481d9f5411026

DILLARD'S, INC. shareholders approved Election of Director - Alex Dillard at the 2026-05-28 meeting.

Alex Dillard 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

3c45c58a1421d7889cf3ac1d4afa78761b86347a

DILLARD'S, INC. shareholders approved Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2026 at the 2026-05-28 meeting.

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 -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

4bea22e8a6e7cf9f4a5090df983667b5ba5c0f8e

DILLARD'S, INC. shareholders approved Advisory approval of the compensation of the Company's named executive officers at the 2026-05-28 meeting.

Advisory approval of the compensation of the Company's named executive officers 14,058,830 169,693 10,325 668,957

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

4e2a9ccda46b66c8457d88983cbb65467026880e

DILLARD'S, INC. shareholders approved Election of Director - Denise Mahaffy at the 2026-05-28 meeting.

Denise Mahaffy 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

679e9f5f6df85f0eb97759f49517919fccebd5f5

DILLARD'S, INC. shareholders approved Election of Director - H. Lee Hastings, III at the 2026-05-28 meeting.

H. Lee Hastings, III 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

8a972e1cb528b3726df312b3df608047f6a71d3b

DILLARD'S, INC. shareholders approved Election of Director - Drue Matheny at the 2026-05-28 meeting.

Drue Matheny 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

9157272113b2a4d8616f8b5e473cdb0574393e65

DILLARD'S, INC. shareholders approved 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 at the 2026-05-28 meeting.

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

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

9c8014edb49c27bf126effc7e3a457396e1747d3

DILLARD'S, INC. shareholders approved Election of Director - James I. Freeman at the 2026-05-28 meeting.

James I. Freeman 9,856,266 396,806 668,957

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

9d144d9b15fd2b9491aaf18aa707278396944c60

DILLARD'S, INC. shareholders approved Election of Director - Reynie Rutledge at the 2026-05-28 meeting.

Reynie Rutledge 10,130,821 122,251 668,957

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

9e6411c1a7785fbda2e9b420272b302cc0de5476

DILLARD'S, INC. shareholders approved Election of Director - William Dillard, III at the 2026-05-28 meeting.

William Dillard, III 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

abbedbd30ab25f238c5479acbf335d4a39c81577

DILLARD'S, INC. shareholders approved Election of Director - William E. (Chip) Connor, II at the 2026-05-28 meeting.

William E. (Chip) Connor, II 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

d04612fb707576201a7795a94227fc04d3637fe6

DILLARD'S, INC. shareholders approved Election of Director - Rob C. Holmes at the 2026-05-28 meeting.

Rob C. Holmes 10,189,050 64,022 668,957

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

d808a40bf4f408e48100011de7d5d64a9be857a0

DILLARD'S, INC. shareholders approved Election of Director - Robert C. Connor at the 2026-05-28 meeting.

Robert C. Connor 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

d9d52792c874668c674d07032c66f041958e2a6e

DILLARD'S, INC. shareholders approved Election of Director - Mike Dillard at the 2026-05-28 meeting.

Mike Dillard 3,985,776 - -

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

dc387ced3211506850556163d19a5e9866c72428

DILLARD'S, INC. shareholders approved Election of Director - J.C. Watts, Jr. at the 2026-05-28 meeting.

J.C. Watts, Jr. 10,181,182 71,890 668,957

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

ec0cae5d573cc7de8971c6d20dfaf36df467567d

DILLARD'S, INC. shareholders approved 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 at the 2026-05-28 meeting.

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

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

fc15b535d2e858f0e628e006e592de960e4fe666

DILLARD'S, INC. shareholders approved Election of Director - Nick White at the 2026-05-28 meeting.

Nick White 10,113,257 139,815 668,957

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

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Source: SEC EDGAR

accession 0000028917-26-000015

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