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    Dillard's Capital Trust I filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/20/25 4:55:26 PM ET
    $DDT
    Department/Specialty Retail Stores
    Consumer Discretionary
    Get the next $DDT alert in real time by email
    0000028917false00000289172025-05-172025-05-17

    ​

    ​

    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 17, 2025

    ​

    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.)

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    ​

    ​

    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):

    ​

    ​

    ​

    ​

    ☐

       

    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)

    ​

    ​

    ​

    ☐

    ​

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ​

    ​

    ​

    ☐

    ​

    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 5.07Submission of Matters to a Vote of Security Holders.

    Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 17, 2025 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.Election of Directors

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    ​

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    ​

        

    ​

        

    Votes For

        

    Votes Against

        

    Votes Abstained

        

    Broker Non-Votes

    ​

    Class A Nominees:

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    James I. Freeman

    ​

    9,233,147

    ​

    315,658

    ​

    13,537

    ​

    624,647

    ​

    Rob C. Holmes

    ​

    9,524,269

    ​

    22,523

    ​

    15,550

    ​

    624,647

    ​

    Reynie Rutledge

    ​

    9,499,082

    ​

    47,857

    ​

    15,403

    ​

    624,647

    ​

    J.C. Watts, Jr.

    ​

    9,499,759

    ​

    49,026

    ​

    13,557

    ​

    624,647

    ​

    Nick White

    ​

    9,471,063

    ​

    74,584

    ​

    16,695

    ​

    624,647

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

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    Class B Nominees:

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

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    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

    ​

    -

    ​

    -

    ​

    -

    ​

    ​

    ​

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    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 2025:

    ​

    14,149,024

    ​

    7,143

    ​

    16,598

    ​

    -

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    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:

    May 20, 2025

    ​

    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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