Dillard's (DDS) Proxy Filing summary

Executive summary

• Supplement announces the resignation of Warren A. Stephens from the board, effective April 29, 2025, due to his confirmation as U.S. Ambassador to the U.K.

• Stephens' resignation was not due to any disagreement with company operations, policies, or practices.

• The board seat vacated by Stephens will remain open until a replacement is elected per company bylaws.

Voting matters and shareholder proposals

• Votes for Stephens as a Class B director nominee will be disregarded; all other votes will be tabulated as instructed.

• Stockholders may change or revoke their votes following procedures in the proxy statement.

• Board recommends voting "FOR" the five Class A and nine remaining Class B director nominees.

Board of directors and corporate governance

• Warren A. Stephens, a board member since 2002, resigned and will not stand for re-election at the 2025 annual meeting.

• No substitute nominee has been designated for Stephens; the board seat will remain vacant until filled according to bylaws.