Dillard's Files 8-K on Governance and Shareholder Matters

Ticker: DDT · Form: 8-K · Filed: Aug 20, 2025 · CIK: 28917

Sentiment: neutral

Topics: governance, shareholder-matters, filing

TL;DR

Dillard's filed an 8-K covering governance changes and shareholder votes.

AI Summary

On August 19, 2025, Dillard's, Inc. filed an 8-K report detailing material modifications to security holder rights, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits, with the report being filed as of August 20, 2025.

Why It Matters

This filing indicates potential changes in Dillard's corporate governance or shareholder rights, which could impact investor decisions and the company's operational framework.

Risk Assessment

Risk Level: low — The filing is procedural and informational, not indicating immediate financial distress or significant negative events.

Key Players & Entities

FAQ

What specific "Material Modifications to Rights of Security Holders" are detailed in this 8-K?

The provided text does not specify the exact nature of the material modifications to security holder rights, only that they are a subject of this 8-K filing.

Are there any proposed amendments to Dillard's Articles of Incorporation or Bylaws mentioned?

Yes, the filing indicates that amendments to the Articles of Incorporation or Bylaws are among the items reported in this 8-K.

What matters were submitted to a vote of security holders?

The filing states that matters submitted to a vote of security holders are included, but the specific matters are not detailed in the provided excerpt.

Does this 8-K filing include any new financial statements?

Yes, the filing explicitly lists "Financial Statements and Exhibits" as an item covered by this 8-K report.

What is the Central Index Key (CIK) for Dillard's, Inc.?

The Central Index Key (CIK) for Dillard's, Inc. is 0000028917.

Filing Stats: 1,326 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2025-08-20 16:11:32

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Shareholders

Item 3.03 Material Modification to Rights of Shareholders . On August 19, 2025, Dillard's, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") in Little Rock, Arkansas. At the Special Meeting, the stockholders of the Company approved the reincorporation of the Company from the State of Delaware to the as described in the Company's definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on July 29, 2025 (the "Proxy Statement"). On August 20, 2025, the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) certificate of conversion with the Secretary of State of the State of Texas, and (iii) a certificate of formation with the Secretary of State of the State of Texas (the "Texas Charter" and, collectively with the certificates of conversion described in the preceding clauses (i) and (ii), the "Conversion Documents"). Pursuant to the Conversion Documents, the Texas Reincorporation will become effective on August 31, 2025, at 10:59 p.m. Central Time (the "Effective Time"). The following will occur at the Effective Time: The Company's domicile will change from the State of Delaware to the State of Texas. The Company will continue in existence as a Texas corporation and we will continue to operate our business under the current name, "Dillard's, Inc." The Texas Reincorporation will not result in any change in headquarters, business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Texas Reincorporation). The affairs of the Company will cease to be governed by Delaware law and the Company's existing certificate of incorporation (the "Delaware Charter") and bylaws

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . The description of the Special Meeting set forth under Item 3.03 is incorporated by reference into this Item 5.07. As of the record date for the Special Meeting, which was the close of business on July 25, 2025, there were 11,626,733 shares of Delaware Corporation Class A Common Stock, outstanding (each entitled to one vote per share) and 3,986,233 shares of Delaware Corporation Class B Common Stock outstanding. On August 19, 2025 at the Special Meeting, the stockholders of the Company approved the Texas Reincorporation by the following vote: Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 12,791,756 1,477,174 2,330 0

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits . Exhibit No. Description 2.1 Plan of Conversion 3.1 Certificate of Formation of Dillard's, Inc. 3.2 Bylaws of Dillard's, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DILLARD'S, INC. Date: August 20, 2025 By: /s/ Phillip R. Watts Name: Phillip R. Watts Title: Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer By: /s/ Chris B. Johnson Name: Chris B. Johnson Title: Senior Vice President and Co-Principal Financial Officer

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