Dillard's 2005 Annual Report Download - page 37

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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A. Directors of the Registrant
Information regarding directors of the Registrant is incorporated herein by reference under the heading
“Nominees for Election as Directors” and under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in the Proxy Statement.
B. Executive Officers of the Registrant
Information regarding executive officers of the Registrant is incorporated herein by reference to Part 1 of
this report under the heading “Executive Officers of the Company.” Reference additionally is made to the
information under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy
Statement, which information is incorporated herein by reference.
The Company’s Board of Directors has adopted a Company Code of Conduct that applies to all Company
employees including the Company’s Directors, CEO and senior financial officers. The current version of such
Code of Conduct is available free of charge on Dillard’s, Inc. web site, www.dillards.com, and is available in
print to any shareholder who requests copies by contacting Julie J. Bull, Director of Investor Relations, at the
Company’s principal executive offices set forth above.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation and compensation of directors is incorporated herein by
reference to the information beginning under the heading “Compensation of Directors and Executive Officers”
and concluding under the heading “Compensation of Directors” in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
Number of securities to be
issued upon exercise of
outstanding options
Weighted average
exercise prices of
outstanding options
Number of securities
available for future
issuance under equity
compensation plans
Equity compensation plans approved by
shareholders .......................... 5,099,591 $25.26 7,896,306
Total .............................. 5,099,591 $25.26 7,896,306
Additional Information regarding security ownership of certain beneficial owners and management is
incorporated herein by reference to the information under the heading “Principal Holders of Voting Securities”
and under the heading “Security Ownership of Management” and continuing through footnote 12 in the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is incorporated herein by reference to
the information under the heading “Certain Relationships and Transactions” in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information regarding principal accountant fees and services is incorporated herein by reference to the
information under the heading “Independent Accountant Fees” in the Proxy Statement.
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