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 21, 2005
Dillard's, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6140 71-0388071
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(Commission File Number) (I.R.S. Employer
Identification No.)
1600 Cantrell Road
Little Rock, Arkansas 72201
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(Address of Principal Executive Offices) (Zip Code)
(501) 376-5200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 21, 2005, the Board of Directors of the Company approved an
amendment to the Bylaws of the Company to change the current plurality vote
standard for director elections to a majority vote standard. The amendment was
effective May 21, 2005 following the completion of the 2005 annual meeting of
shareholders.
The text of the new Bylaw provision follows:
"A majority of the shares of the respective class of the Capital Stock
outstanding and eligible to vote in the election shall elect each Director for
such class. "Majority" as used in the preceding sentence with respect to any
nominee for Director is defined to mean that the affirmative vote of more than
one half (1/2) of the shares of the respective class outstanding and eligible to
vote in the election has been cast for such Director."
Following is the old Bylaw provision, which has been replaced in its
entirety by the new Bylaw provision:
"If, at such time, the Certificate of Incorporation does not provide for
election by a particular class, then persons shall be placed in nomination for
election by the Capital Stock of the Corporation entitle to vote for Directors.
If persons have been nominated for election as Directors for a particular class
of the Capital Stock of the Corporation, a plurality of the shares of the
respective class cast in the election shall elect the Directors for such class.
If persons have not been nominated for election as Directors for a particular
class of the Capital Stock of the Corporation, then a plurality of the shares of
Capital Stock in the election for Directors shall elect the Directors."
Item 9.01 Financial Statements and Exhibits.
3(b) Bylaws as currently in effect
SIGNATURE
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.
DATED: May 26, 2005 By: /s/ Paul J. Schroeder, Jr.
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Name: Paul J. Schroeder, Jr.
Title: Vice President & General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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3(b) Bylaws as currently in effect.