Dillard's (DDS) Proxy filing summary

Executive summary

• Shareholders are asked to approve a merger between the company and W.D. Company, Inc. (WDC), a family holding company, with the company surviving the merger and WDC ceasing to exist.

• The merger aims to simplify the ownership structure, provide direct ownership to WDC shareholders, and maintain the company's status as a controlled company under NYSE rules.

• The merger consideration includes the issuance of up to 41,496 shares of Class A common stock and up to 3,985,776 shares of Class B common stock, plus cash for WDC shareholders, with no dilution to current shareholders.

• The board, following a special committee's recommendation, unanimously supports the merger and related proposals.

Voting matters and shareholder proposals

• Proposals include approval of the merger agreement, issuance of new shares under NYSE rules, election of 14 directors, ratification of KPMG LLP as auditor, and an advisory vote on executive compensation.

• Both Class A and Class B shareholders vote as a single class on most matters, except director elections, where each class elects its own representatives.

• Approval of both the merger and NYSE proposals is required for the merger to proceed.

• Shareholders of Class B stock have dissent and appraisal rights; Class A shareholders do not.

Board of directors and corporate governance

• The board consists of 14 directors, with five elected by Class A shareholders and nine by Class B shareholders.

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

• The board has Audit, Compensation, and Executive Committees, with independent directors on key committees.

• A special committee of independent directors oversaw the merger process.