DILLARD'S, INC. 8-K

What Happened
Dillard’s, Inc. announced that at its Annual Meeting of Stockholders on May 28, 2026 in Little Rock, Arkansas, shareholders approved the Agreement and Plan of Merger (filed March 20, 2026, amended March 25, 2026) under which W.D. Company, Inc. ("WDC") will merge with and into Dillard’s. The merger vote totaled 14,199,181 votes for, 28,127 against, 11,540 abstained, with 668,957 broker non-votes. Shareholders also approved the NYSE-related issuance proposal to permit up to 41,496 Class A shares and up to 3,985,776 Class B shares in connection with the merger (14,193,025 for; 35,654 against; 10,169 abstained; 668,957 broker non-votes). The filing (Form 8-K) was submitted June 1, 2026.

Key Details

• Merger approval vote: 14,199,181 for; 28,127 against; 11,540 abstained; 668,957 broker non-votes.
• NYSE issuance approval: 14,193,025 for; 35,654 against; 10,169 abstained — authorizes issuance of up to 41,496 Class A and up to 3,985,776 Class B shares.
• Director elections: All Class A nominees received majority support (e.g., James I. Freeman 9,856,266 for; 396,806 withheld). All Class B nominees each received 3,985,776 votes for and no votes withheld.
• Other votes: Ratified KPMG LLP as independent auditor (14,892,872 for) and advisory approval of executive compensation passed (14,058,830 for).

Why It Matters
The shareholder approvals clear key corporate actions needed to complete the merger transaction and to issue the shares tied to the deal, which are material corporate events for investors. Election results confirm the board slate approved at the meeting and ratification of KPMG ensures continuity of the company’s independent auditors. The advisory "say-on-pay" vote passed, indicating shareholder support for executive compensation as disclosed. Investors should monitor future filings for merger closing steps, any changes to share counts, and post-merger governance disclosures.