8-K - DDS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2022

Dillard’s, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


1-6140		71-0388071
(Commission File Number)		(IRS Employer<br>Identification No.)

1600 Cantrell Road Little Rock , Arkansas		72201
(Address of principal executive offices)		(Zip Code)

( 501 ) 376-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	DDS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07Submission of Matters to a Vote of Security Holders.

Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 21, 2022 in Little Rock, Arkansas. The following matters were submitted to a vote of the stockholders, the results of which were as follows:

1.	Election of Directors

---	---	---	---	---	---	---	---	---	---
			Votes For		Votes Against		Votes Abstained		Broker Non-Votes
	Class A Nominees:
	James I. Freeman		10,723,040		870,969		18,820		871,817
	Rob C. Holmes		11,350,851		249,894		12,084		871,817
	Reynie Rutledge		11,346,749		254,237		11,843		871,817
	J.C. Watts, Jr.		11,201,187		399,768		11,874		871,817
	Nick White		11,200,054		400,736		12,039		871,817

	Class B Nominees:
	Robert C. Connor		3,985,776		-		-		-
	William E. (Chip) Connor, II		3,985,776		-		-		-
	Alex Dillard		3,985,776		-		-		-
	Mike Dillard		3,985,776		-		-		-
	William Dillard, II		3,985,776		-		-		-
	William Dillard, III		3,985,776		-		-		-
	H. Lee Hastings, III		3,985,776		-		-		-
	Denise Mahaffy		3,985,776		-		-		-
	Drue Matheny		3,985,776		-		-		-
	Warren A. Stephens		3,985,776		-		-		-

Other Proposals


		Votes For	Votes Against	Votes Abstained	Broker Non-Votes
2.	Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2022:	16,353,027	103,888	13,507	-

3.	Stockholder proposal regarding the sale of products containing animal fur:	596,499	14,975,401	26,705	871,817

SIGNATURE

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:	May 24, 2022	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