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DIL

Dillard's, Inc.

May 29, 2026 Author: Phil Ratcliff
Item Proposal Vote
1 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., 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, a copy of which is attached as Annex A to the accompanying proxy statement and is incorporated therein by reference, (ii) the Merger and (iii) the other transactions contemplated by the Merger Agreement. ✓ For
2 To approve, 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. ✓ For
3 Election of Directors. Class A Nominees:
3a James I. Freeman ✓ For
3b Rob C. Holmes ✓ For
3c Reynie Rutledge ✓ For
3d J.C. Watts, Jr. ✓ For
3e Nick White ✓ For
4 Proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for fiscal 2026. ✓ For
5 Advsory approval of the compensation of the Company's named executive officers. ✗ Against
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