Dillard's (DDS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 19, 2025, to approve reincorporation from Delaware to Texas by conversion, including a detailed plan of conversion and new Texas governing documents.

• Board and Special Committee unanimously recommend reincorporation, citing operational, legal, and financial benefits.

• No changes to business operations, management, or NYSE listing expected; stockholders' economic and voting rights largely preserved.

• Reincorporation aims to reduce litigation risk, lower franchise tax costs, and align legal domicile with operational footprint.

• The process is structured to ensure compliance with all legal and regulatory requirements, with detailed procedures for voting and appraisal rights.

Voting matters and shareholder proposals

• Only one proposal: approval of reincorporation to Texas by conversion.

• Majority of outstanding shares required for approval; abstentions count as votes against.

• Board recommends voting FOR the proposal; brokers lack discretionary authority for non-voted shares.

• Shareholder proposals for the 2026 annual meeting must be submitted by December 5, 2025, for inclusion in the proxy statement.

• Nomination and proposal deadlines differ depending on whether reincorporation is completed.

Board of directors and corporate governance

• Special Committee of independent, disinterested directors led the evaluation, meeting five times and engaging independent legal counsel.

• Texas Charter and Bylaws closely mirror Delaware documents but include some expanded shareholder rights, such as the ability for shareholders holding 50% to call special meetings.

• Board structure and director election process remain similar, with Class A and Class B shares electing one-third and two-thirds of directors, respectively.

• Board retains authority to delay or abandon reincorporation prior to effectiveness if deemed in the best interest of stakeholders.