a50694570.htm
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): August 20, 2013
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Dillard’s, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Delaware |
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(State or Other Jurisdiction of Incorporation) |
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1-6140
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71-0388071
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1600 Cantrell Road
Little Rock, Arkansas
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72201
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(Address of Principal Executive Offices)
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(Zip Code)
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(501) 376-5200
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 20, 2013, the Board of Directors of Dillard’s, Inc. (the Company) approved an amendment to the Company’s Bylaws, effective the same date, adding a new article entitled “Forum for Adjudication of Disputes” which provides that unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the foregoing provision. The new article was numbered Article VIII and was inserted prior to the former Article VIII entitled “Amendments” which was renumbered as Article IX.
A copy of the Company’s Bylaws, as amended, is filed herewith as Exhibit 3 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibit 3. Dillard’s, Inc. Bylaws, as amended August 20, 2013
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.
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DILLARD’S, INC.
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DATED: August 20, 2013
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Dean L. Worley |
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Name: |
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Title: |
General Counsel / Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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Dillard’s, Inc. Bylaws, as amended August 20, 2013 |