Dillard's (DDS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 17, 2025, with voting on director elections and auditor ratification.

• Proxy materials are available online, and shareholders can vote by internet, phone, or mail.

• Only shareholders of record as of March 20, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will elect 15 directors: 5 by Class A and 10 by Class B stockholders.

• Ratification of KPMG LLP as independent auditor for fiscal 2025 is on the agenda.

• Shareholders may submit proposals for the 2026 meeting by December 5, 2025, for inclusion in the proxy.

Board of directors and corporate governance

• The board consists of 15 directors, with Class A and B stockholders electing separate slates.

• The company qualifies as a “controlled company” under NYSE rules, exempting it from certain independence requirements.

• All Class A nominees and select Class B nominees are independent per NYSE standards.

• The board has Audit, Compensation, and Executive Committees, with charters available online.

• The CEO serves as board chairman, with the president assisting in daily operations.