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): July ~~May 17~~18, 2025

Dillard’s, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

Dillard’s, Inc.

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

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

(Exact name of registrant as specified in its charter)

	(501) 376-5200
(Registrant’s telephone number, including area code)

	Not Applicable
(Former name or former address, if changed since last report.)

Delaware

(State or other jurisdiction of incorporation)


1-6140		71-0388071
(Commission File Number)		(IRS EmployerIdentification No.)

1600 Cantrell RoadLittle 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)


☐		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))

¨ 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 ¨

~~Emerging~~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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

IfOn anJuly 18, ~~emerging~~2025, ~~growth company~~Dillard’s, Inc. (the ~~indicate~~“Company”) byfiled ~~check~~a ~~mark~~Certificate ifof Elimination (the ~~registrant~~“Certificate ~~has~~of ~~elected~~Elimination”) ~~not~~with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations relating to ~~use~~the Company’s Series A Junior Participating Preferred Stock (the ~~extended~~“Series A ~~transition~~Preferred ~~period~~Stock”) ~~for~~previously ~~complying~~filed by the Company with ~~any~~the ~~new~~Secretary orof State ~~revised~~of ~~financial~~the ~~accounting~~State ~~standards~~of ~~provided~~Delaware ~~pursuant~~on toMarch 7, ~~Section~~2002. ~~13(~~The shares of Series A Preferred Stock were reserved for issuance upon the exercise of rights under a) shareholder rights plan that expired on March 2, 2012, and no shares of Series A Preferred Stock were ever issued or outstanding. Following the ~~Exchange~~filing ~~Act~~of the Certificate of Elimination with the Secretary of State of the State of Delaware, all previously authorized shares of Series A Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0. ☐01 per share.

The Certificate of Elimination became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K. The above description of the Certificate of Elimination is a summary and, as such, is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Elimination relating to the Series A Junior Participating Preferred Stock, dated July 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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

Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 17, 2025 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	9,233,147	315,658	13,537	624,647
Rob C. Holmes	9,524,269	22,523	15,550	624,647
Reynie Rutledge	9,499,082	47,857	15,403	624,647
J.C. Watts, Jr.	9,499,759	49,026	13,557	624,647
Nick White	9,471,063	74,584	16,695	624,647

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 2025:	14,149,024	7,143	16,598	-

SIGNATURES

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:	July 21, 2025	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


			DILLARD’S, INC.

Date:	May 20, 2025	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

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