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Get filing alertsDillard's shareholders approve merger with W.D. Company, issuing 4M shares to Dillard family
Filed June 1, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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Shareholders voted 99.8% in favor of merging with W.D. Company, Inc., with Dillard's surviving. The transaction fundamentally restructures ownership and was approved March 20, 2026.
Item 5.07 verify on EDGAR → -
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Approved issuance of up to 41,496 Class A shares and 3,985,776 Class B shares to complete the merger, diluting existing shareholders. Class B shares carry different voting rights than Class A.
Item 5.07 verify on EDGAR → -
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Elected nine Class B directors including four Dillard family members (Alex, Mike, William II, William III) and five Class A directors. Board composition reflects post-merger ownership structure.
Item 5.07 verify on EDGAR → -
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Ratified KPMG LLP as independent auditor for 2026 with 99.9% approval, maintaining continuity in external audit relationship.
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Executive compensation received 98.8% advisory approval in non-binding say-on-pay vote, indicating shareholder support for management pay practices.
Item 5.07 verify on EDGAR →
Summary
Dillard's shareholders overwhelmingly approved a transformative merger with W.D. Company, Inc., a transaction that will significantly alter the department store chain's ownership structure. The deal, originally signed March 20, 2026, requires issuing nearly 4 million shares—primarily Class B stock—to complete the combination, with Dillard's surviving as the continuing entity.
The lopsided vote (14.2 million for versus just 28,000 against) suggests strong institutional and family support. Retail investors should understand this is effectively a going-private or family consolidation transaction. The newly elected board includes four Dillard family members among nine Class B directors, while Class A shareholders elected five independent directors.
The dual-class share structure means voting control likely concentrates with insiders post-merger, potentially limiting outside shareholder influence on future strategic decisions. Watch for the merger's closing date and any subsequent disclosure about the Dillard family's total ownership percentage. The 10-Q following completion will reveal how the transaction affects book value per share and whether any debt was assumed. Investors should also monitor whether trading liquidity changes as the shareholder base consolidates.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Shareholders approved merger with W.D. Company, Inc., stock issuance, director slate, auditor ratification, and executive compensation.
Added in current filing · verify on EDGAR →
Approval of (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, the “Merger Agreement”), by and among the Company, W.D. Company, Inc., an Arkansas corporation (“WDC”), and Alex Dillard, solely in his capacity as the Shareholder Representative, under which WDC will merge with and into the Company (the “Merger”), with the Company surviving the Merger, (ii) the Merger and (iii) the other transactions contemplated by the Merger Agreement
Shareholders voted to approve a merger agreement with W.D. Company, Inc., under which WDC will merge into Dillard's, with Dillard's surviving. The proposal received 14,199,181 votes for, 28,127 against, and 11,540 abstentions. This represents a significant corporate transaction that will change the company's ownership structure.
Added in current filing · verify on EDGAR →
Approval of, for the purposes of complying with Section 312.03(b) (i), Section 312.03(b) (ii) and Section 312.03(c) of the New York Stock Exchange Listed Company Manual, the issuance of (i) up to 41,496 shares of Class A common stock, par value $0.01 per share, of the Company, and (ii) up to 3,985,776 shares of Class B common stock, par value $0.01 per share, of the Company, in connection with the Merger
Shareholders approved the issuance of up to 41,496 Class A shares and up to 3,985,776 Class B shares in connection with the merger. The proposal received 14,193,025 votes for, 35,654 against, and 10,169 abstentions. This stock issuance will dilute existing shareholders and is required to complete the merger transaction.
Added in current filing · view on EDGAR →
Class A Nominees: James I. Freeman 9,856,266 | 396,806 | 668,957 Rob C. Holmes 10,189,050 | 64,022 | 668,957 | Reynie Rutledge | 10,130,821 | 122,251 | 668,957 J.C. Watts, Jr. 10,181,182 | 71,890 | 668,957 | Nick White | 10,113,257 | 139,815 | 668,957
Five Class A directors were elected: James I. Freeman, Rob C. Holmes, Reynie Rutledge, J.C. Watts Jr., and Nick White, each receiving over 9.8 million votes. Additionally, nine Class B directors were elected unanimously with 3,985,776 votes each, including members of the Dillard family (Alex, Mike, William II, and William III) and other nominees. This establishes the board composition following the merger approval.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2026 14,892,872 | 6,730 | 8,203 | -
Shareholders ratified KPMG LLP as the independent auditor for 2026 with overwhelming support (14,892,872 votes for, 6,730 against, 8,203 abstentions). This is a routine governance matter confirming continuity in external audit relationships.
Added in current filing · verify on EDGAR →
Advisory approval of the compensation of the Company's named executive officers 14,058,830 | 169,693 | 10,325 | 668,957
Shareholders provided advisory approval of executive compensation with 14,058,830 votes for, 169,693 against, and 10,325 abstentions. This non-binding say-on-pay vote indicates shareholder support for the company's executive compensation practices.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify