Dillard's (DDS) Proxy filing summary

Executive summary

• A merger agreement was executed for W.D. Company, Inc. to merge into the reporting company, with the latter surviving the merger; the transaction is structured to avoid dilution for current shareholders and maintain proportional ownership post-merger.

• The merger consideration includes both stock and cash, distributed pro rata to WDC shareholders, with shares held by WDC becoming treasury stock and then cancelled.

• The merger is subject to customary closing conditions, including shareholder and regulatory approvals, and may be terminated under specified circumstances, such as failure to obtain approvals or changes in tax law.

• The merger is intended to qualify as a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code.

• Forward-looking statements highlight risks such as litigation, regulatory hurdles, and potential adverse business impacts from the merger process.

Voting matters and shareholder proposals

• Shareholder approval is required by a majority of outstanding common stock, voting as a single class, and by a majority of shares present or represented by proxy at the meeting, per NYSE rules.

• The board recommends shareholders vote in favor of the merger at the 2026 Annual Meeting.

• A proxy statement will be filed and mailed to shareholders, containing detailed information about the merger and related interests.

Board of directors and corporate governance

• The merger was reviewed and recommended by a special committee of independent directors and unanimously approved by the board.

• Post-merger, the officers and directors of the surviving corporation will remain unchanged.

• Certain directors and officers have interests in the merger, including roles as WDC shareholders and indemnification rights.