Dillard's (DDS) Proxy Filing summary

Executive summary

• A special meeting is called to approve reincorporation from Delaware to Texas by conversion, with the plan of conversion and new Texas governing documents included for shareholder approval.

• The Board and a Special Committee evaluated legal, operational, and financial implications, concluding Texas offers better alignment with business operations, lower franchise taxes, and reduced litigation risk.

• The reincorporation will not affect headquarters, management, business operations, or NYSE listing, and is intended to be tax-free for U.S. holders.

• Shareholders will not need to exchange stock certificates; each share of Delaware stock will convert to an equivalent Texas share.

• The Board unanimously recommends voting FOR the reincorporation.

Voting matters and shareholder proposals

• The sole proposal is to approve reincorporation to Texas, including the plan of conversion and adoption of new Texas charter and bylaws.

• Approval requires a majority of outstanding shares; abstentions count as votes against.

• Shareholders of record and beneficial owners have detailed instructions for voting by internet, phone, mail, or in person.

• Appraisal rights are available to Class B shareholders who follow specific procedures and do not vote in favor.

• Stockholder proposals for the 2026 annual meeting must be submitted by specified deadlines, with requirements differing based on whether reincorporation is completed.

Board of directors and corporate governance

• The Special Committee, composed of independent, disinterested directors, led the evaluation and recommendation process.

• Texas and Delaware charters both provide for a board elected by class: Class A shareholders elect one-third, Class B elect two-thirds.

• The Texas charter and bylaws closely mirror Delaware’s, with some enhancements to shareholder rights, such as the ability for 50% of shareholders to call a special meeting.

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