DEF: Dillards, Inc. Announces Notice of 2025 Annual Meeting of Stockholders

Dillards, Inc. has announced its 2025 Annual Meeting of Stockholders to be held on May 17, 2025, covering director elections and auditor ratification.

Summary

• Dillards, Inc. will hold its 2025 Annual Meeting of Stockholders on May 17, 2025, at 9:00 a.m. CDT at the company's Corporate Office in Little Rock, Arkansas.
• The meeting's purposes include electing fifteen directors (five by Class A stockholders and ten by Class B stockholders) and ratifying the appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2025.
• Stockholders of record as of March 20, 2025, are entitled to notice and to vote at the meeting.
• The Board of Directors is soliciting proxies for use at the meeting.
• Stockholders can vote in advance by proxy via the internet, telephone, or mail.
• Proxies for shares held of record must be submitted by 11:59 p.m. EDT on May 16, 2025, except for those held through the Dillards Stock Fund portion of the 401(k) Plan, which must be received by May 14, 2025.
• A majority of outstanding shares is required for a quorum.
• Each share of Class A and Class B Common Stock is entitled to one vote, with Class A stockholders electing one-third and Class B stockholders electing two-thirds of the directors.
• The Board recommends voting for each director nominee and for the ratification of KPMG.
• The cost of soliciting proxies will be borne by the Company.

Sentiment

Score: 6

Explanation: The document is primarily factual and procedural, with a slightly negative tone due to the decrease in pre-tax income. The board's confidence in director nominees and auditor selection provides some positive sentiment.

Positives

• The Board recommends voting for all director nominees, suggesting confidence in their abilities.
• The Board recommends the ratification of KPMG, indicating satisfaction with their services.
• The company has adopted a compensation recovery policy that complies with Section 10D of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the listing standards of the New York Stock Exchange (NYSE).

Negatives

• Pre-tax income decreased by $186,916,000 from fiscal 2023 to fiscal 2024.
• The base salaries of all NEOs are below the median base salaries of the corresponding executive officers for the peer group of retailers listed above.

Risks

• The proxy statement mentions risks related to trade restrictions, supply chain instability, inventory management, and the continuing impact of elevated United States wages.
• The company qualifies as a controlled company under NYSE listing standards, which means it is not required to have a majority of independent directors, a nominating/corporate governance committee composed solely of independent directors, and a compensation committee composed solely of independent directors.

Future Outlook

The company does not provide specific forward-looking financial guidance in this document.

Management Comments

• The Board believes that the current leadership structure is best suited to the interests of the Company and the stockholders at this time because it enables Mr. Dillard to be personally involved in every aspect of leading the Company.
• The Board believes that Mr. Dillard is uniquely qualified to serve as Chairman because his extensive experience with the Company (over 55 years of service) provides him with the long-term perspective that builds stockholder value and aligns with the long-term interests of the stockholders.

Industry Context

The document references a peer group of public companies including department stores and specialty stores such as Abercrombie & Fitch, American Eagle Outfitters, The Gap, Macys, Nordstrom, and Ulta Beauty, used for compensation benchmarking.

Comparison to Industry Standards

• The document states that the base salaries of all NEOs are below the median base salaries of the corresponding executive officers for the peer group of retailers listed above.
• The Connor Group, where William E. (Chip) Connor, II is Chairman and Chief Executive Officer, was named one of the Worlds Most Ethical Companies by the Ethisphere Institute for the thirteenth consecutive year.

Related Party Transactions

• Denise Mahaffy, a Senior Vice President and Director, is a sibling of William Dillard, II, Drue Matheny, Alex Dillard and Mike Dillard and received compensation and benefits.
• William Dillard, III, a Senior Vice President and Director, is the son of William Dillard, II and received compensation and benefits.
• Alexandra Lucie and Annemarie Jazic, Vice Presidents, are daughters of Alex Dillard and received compensation and benefits.
• Michelle Hobbs, Director of Exclusive Brand Shoes, is the daughter of Alex Dillard and received compensation and benefits.
• Matthew Banks, Director of Payroll, is the son-in-law of Phillip Watts and received compensation and benefits.
• Stephens Insurance, wholly-owned by director Warren A. Stephens, received commissions and fees for insurance services.
• The Connor Group, where director William E. (Chip) Connor, II is the sole ultimate beneficial shareholder, received payments for agent and design fees and merchandise.

Stakeholder Impact

• Stockholders are asked to vote on director elections and auditor ratification, impacting corporate governance.
• Executive compensation decisions affect executive officers.
• Insurance commissions impact Stephens Insurance, a related party.
• Payments to The Connor Group impact that company and its employees.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting on May 17, 2025.
• The Board will consider the outcome of the stockholder vote on the ratification of KPMG in its future selection of an independent accounting firm.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, KPMG, Stockholders, Compensation, Dillards