UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Soliciting Material under §240.14a-12

 

DILLARD’S INC.

(Name of Registrant as Specified In Its Charter)

 

 

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You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 16, 2015. Meeting Information See the reverse side of this notice to obtain proxy materials and voting instructions. M87512-P61850-Z65001 DILLARD'S, INC. DILLARD'S, INC. 1600 CANTRELL ROAD P.O. BOX 486 LITTLE ROCK, AR 72203 ATTN: JULIE BULL Meeting Type: Annual Meeting For holders as of: March 20, 2015 Date: May 16, 2015 Time: 9:00 AM CDT Location: Company's Corporate Office 1600 Cantrell Road Little Rock, Arkansas

 

Before You Vote How to Access the Proxy Materials M87513-P61850-Z65001 Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow .XXXX XXXX XXXX XXXX available and follow the instructions. You may vote until 11:59 pm Eastern Time on May 13, 2015 for all shares related to the 401(k) Plan. All other shares may vote until 11:59 pm on May 15, 2015. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. The properly executed proxy card must be received by May 13, 2015 by the Tabulator for all shares related to the 401(k) Plan and by May 15, 2015 for all other shares. How To Vote Please Choose One of the Following Voting Methods Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 1, 2015 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow .XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow .XXXX XXXX XXXX XXXX (located on the following page) in the subject line. NOTICE AND PROXY STATEMENT ANNUAL REPORT Proxy Materials Available to VIEW or RECEIVE:

 

Voting Items M87514-P61850-Z65001 1a. Frank R. Mori 1. ElEction oF DiREctoRs class A Nominees: The Board of Directors of the Company recommends voting FOR each of the nominees listed above. 2. PRoPosAl to RAtiFY tHE APPointMEnt oF KPMG llP As tHE inDEPEnDEnt REGistERED PUBlic AccoUntinG FiRM oF tHE coMPAnY FoR FiscAl 2015. The Board of Directors of the Company recommends voting FOR proposal 2. 3. PRoPosAl to APPRoVE An AMEnDMEnt to tHE coMPAnY's 2005 non-EMPloYEE DiREctoR REstRictED stocK PlAn. The Board of Directors of the Company recommends voting FOR proposal 3. 5. In their discretion, the proxies are authorized to consider and act upon such other business as may properly come before the meeting or any postponement or adjournment thereof. 4. stocKHolDER PRoPosAl REGARDinG sUstAinABilitY REPoRtinG. The Board of Directors of the Company recommends voting AGAINST proposal 4. 1d. Nick White 1c. J.C. Watts, Jr. 1b. Reynie Rutledge

 

Voting Items M87515-P61850-Z65001 1a. Robert C. connor 1e. James I. Freeman 1. ElEction oF DiREctoRs Class B Nominees: The Board of Directors of the Company recommends voting FOR each of the nominees listed above. 1d. William Dillard, II 1h. Warren A. Stephens 1c. Mike Dillard 1g. Drue Matheny 1b. Alex Dillard 1f. H. lee Hastings, III 5. In their discretion, the proxies are authorized to consider and act upon such other business as may properly come before the meeting or any postponement or adjournment thereof. 2. PRoPosAl to RAtiFY tHE APPointMEnt oF KPMG llP As tHE inDEPEnDEnt REGistERED PUBlic AccoUntinG FiRM oF tHE coMPAnY FoR FiscAl 2015. 3. PRoPosAl to APPRoVE An AMEnDMEnt to tHE coMPAnY's 2005 non-EMPloYEE DiREctoR REstRictED stocK PlAn. 4. stocKHolDER PRoPosAl REGARDinG sUstAinABilitY REPoRtinG. The Board of Directors of the Company recommends voting FOR proposal 2. The Board of Directors of the Company recommends voting FOR proposal 3. The Board of Directors of the Company recommends voting AGAINST proposal 4.

 

M87516-P61850-Z65001