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 fractional shares and other assets.

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

• The merger is expected to have no dilution effect on current shareholders and is structured as a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement and plan, (2) NYSE approval for stock issuance, (3) election of 14 directors, (4) ratification of KPMG LLP as auditor, and (5) an advisory vote on executive compensation.

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

• Abstentions and broker non-votes count as votes against the merger and NYSE proposals.

• Shareholders of Class A and Class B stock vote as a single class on most matters, but elect directors by class.

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.

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

• The board has adopted corporate governance guidelines and a code of conduct, and maintains standing audit and compensation committees.