Shareholder Vote

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, 2023 ​ 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) ​ (IRS 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): ​ ​ ​ ​ ☐     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)) ​ 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    ☐ ​ 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 5.07 Submission of Matters to a Vote of Security Holders . Dillard’s, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 20, 2023 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 ​ 9,860,690 ​ 792,798 ​ 17,294 ​ 713,271 ​ Rob C. Holmes ​ 10,536,497 ​ 116,165 ​ 18,120 ​ 713,271 ​ Reynie Rutledge ​ 10,458,237 ​ 194,171 ​ 18,374 ​ 713,271 ​ J.C. Watts, Jr. ​ 9,938,468 ​ 714,748 ​ 17,566 ​ 713,271 ​ Nick White ​ 10,380,048 ​ 268,186 ​ 22,548 ​ 713,271 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 2023: ​ 15,239,151 ​ 113,585 ​ 17,093 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3. Advisory vote on the compensation of the Company's named executive officers: ​ 14,427,319 ​ 207,594 ​ 21,645 ​ 713,271 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 4. Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers: ​ 1,564,473 ​ 11,126 ​ 13,037,488 ​ 43,471 ​ 713,271 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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: May 23, 2023 ​ 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 ​ ​ ​ ​