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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 20, 2017

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)
 
(I.R.S. Employer
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):

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

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

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

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

        

    

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 o

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. o


        

    

Item 5.07    Submission of Matters to a Vote of Security Holders
Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 20, 2017 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:
 
 
 
 
 
 
 
 
 
Frank R. Mori
 
22,183,549
 
465,818
 
37,232
 
2,021,579

 
Reynie Rutledge
 
22,487,335
 
162,163
 
37,101
 
2,021,579

 
J.C. Watts, Jr.
 
22,506,231
 
167,959
 
12,409
 
2,021,579

 
Nick White
 
22,471,748
 
178,771
 
36,080
 
2,021,579

 
 
 
 
 
 
 
 
 
 
 
Class B Nominees:
 
 
 
 
 
 
 
 
 
Robert C. Connor
 
4,008,776
 
-
 
-
 
-

 
Alex Dillard
 
4,008,776
 
-
 
-
 
-

 
Mike Dillard
 
4,008,776
 
-
 
-
 
-

 
William Dillard, II
 
4,008,776
 
-
 
-
 
-

 
James I. Freeman
 
4,008,776
 
-
 
-
 
-

 
H. Lee Hastings, III
 
4,008,776
 
-
 
-
 
-

 
Drue Matheny
 
4,008,776
 
-
 
-
 
-

 
Warren A. Stephens
 
4,008,776
 
-
 
-
 
-

 
 
 
 
 
 
 
 
 
 
 
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 2017:

 
28,689,192
 
13,445
 
14,317
 
-

 
 
 
 
 
 
 
 
 
 
3.
Approve an amendment to the Dillard's, Inc. 2005 Non-Employee Director Restricted Stock Plan:
 
25,063,774
 
1,616,937
 
14,664
 
2,021,579

 
 
 
 
 
 
 
 
 
 
4.
Advisory vote on the compensation of the Company's named executive officers:
 
25,914,686
 
766,861
 
13,828
 
2,021,579


        

    

 
 
 
Number of Shares Voted for One Year
 
Number of Shares Voted for Two Years
 
Number of Shares Voted for Three Years
 
Number of Shares Abstained
 
Broker Non-Votes
5.
Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers:
 
6,762,102
 
12,904
 
19,909,266
 
11,103

 
2,021,579


 
 
 

Votes For
 

Votes Against
 
Votes Abstained
 
Broker Non-Votes
6.
Stockholder proposal to separate the positions of the Chairman and Chief Executive Officer of the Company:
 
6,101,727
 
20,577,190
 
16,458
 
2,021,579


At the annual meeting, stockholders favored the recommended frequency of future advisory votes on executive compensation to be every three years. In light of such vote, on May 20, 2017, the Board of Directors of the Company determined that the Company intends to include the advisory vote on the compensation of our executive officers at annual meetings of stockholders every three years until the next required frequency vote.

        



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.
 
 
 
 
DATED: May 23, 2017
 
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