DILLARD'S, INC. DEFM14A Filing

Key Financial Figures

• $0.01 — ares of Class A common stock, par value $0.01 per share, of the Company (" Dillard's
• $1.00 — ime, each share of voting common stock, $1.00 par value per share, of WDC (the " WDC

Filing Documents

• tm264851-5_defm14a.htm (DEFM14A) — 2099KB
• bc_changepretaxincome-bw.jpg (GRAPHIC) — 77KB
• bc_netincome-bw.jpg (GRAPHIC) — 73KB
• bc_peertsr-bw.jpg (GRAPHIC) — 77KB
• bc_pretaxincome-bw.jpg (GRAPHIC) — 70KB
• lg_dillards-bw.jpg (GRAPHIC) — 8KB
• px_26dillardsproxy01pg01-bw.jpg (GRAPHIC) — 282KB
• px_26dillardsproxy01pg02-bw.jpg (GRAPHIC) — 289KB
• px_26dillardsproxy02pg01-bw.jpg (GRAPHIC) — 284KB
• px_26dillardsproxy02pg02-bw.jpg (GRAPHIC) — 158KB
• 0001104659-26-039765.txt ( ) — 6334KB
• dds-20260131.xsd (EX-101.SCH) — 9KB
• dds-20260131_def.xml (EX-101.DEF) — 2KB
• dds-20260131_lab.xml (EX-101.LAB) — 33KB
• tm264851-5_defm14a_htm.xml (XML) — 154KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 60 AUDIT COMMITTEE REPORT 70 PROPOSAL NO. 4. RATIFICATION OF THE SELECTION OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 71 PROPOSAL NO. 5. ADVISORY VOTE ON EXECUTIVE COMPENSATION 72 CERTAIN RELATIONSHIPS AND TRANSACTIONS 73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS 75

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT 76 OTHER MATTERS 78 APPRAISAL RIGHTS 79 HOUSEHOLDING OF PROXY MATERIALS 83 SHAREHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING 83 WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAIN INFORMATION AND DOCUMENTS BY REFERENCE 84 INDEX TO FINANCIAL STATEMENTS (UNAUDITED) OF W.D. COMPANY, INC. F-1 ANNEX A-1—MERGER AGREEMENT A-1-1 ANNEX A-2—AMENDMENT NO. 1 TO MERGER AGREEMENT A-2-1 ANNEX B—VOTING AND EXCHANGE AGREEMENT B-1 i TABLE OF CONTENTS DILLARD'S, INC. 1600 CANTRELL ROAD LITTLE ROCK, ARKANSAS 72201 Telephone (501) 376-5200 PROXY STATEMENT May 28, 2026 INFORMATION ABOUT THE ANNUAL MEETING AND THE PROPOSALS The enclosed proxy is solicited by and on behalf of the Board of Directors (the " Board ") of Dillard's, Inc., a Texas corporation (the " Company ", " Dillard's ", " we ", " us " or " our ") for use at the annual meeting of shareholders (as it may be adjourned, continued or postponed from time to time, the " Annual Meeting ") to be held on Thursday, May 28, 2026, at 9:00 a.m. CDT, at our principal executive offices, 1600 Cantrell Road, Little Rock, Arkansas, 72201. The accompanying Notice of Annual Meeting, this proxy statement and the form of proxy for the Annual Meeting are first being mailed on or about April 6, 2026 to our shareholders of record as of the close of business on March 30, 2026 (the " Record Date "). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. The Annual Meeting is being held for the following purposes: 1. To consider and vote on a proposal to approve (i) the Agreement and Plan of Merger, dated as of March 20, 2026, as amended on March 25, 2026 (including the plan of merger set forth therein and as it may be further amended from time to time, the " Merger Agreement "), by and among the Company, W.D. Company, Inc.,