Dillard's 2012 Annual Report Download - page 47

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
A. Directors of the Registrant
The information called for by this item regarding directors of the Registrant is incorporated herein
by reference from the information under the headings ‘‘Election of Directors’’, ‘‘Audit Committee
Report’’, ‘‘Information Regarding the Board and Its Committees’’ and ‘‘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 included in Part I of this report under
the heading ‘‘Executive Officers of the Registrant.’’ 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 (‘‘Board’’) has adopted a Code of Conduct that applies to all
Company employees, including the Company’s executive officers, and, when appropriate, the members
of the Board. As stated in the Code of Conduct, there are certain limited situations in which the
Company may waive application of the Code of Conduct to employees or members of the Board. For
example, since non-employee members of the Board rarely, if ever, deal financially with vendors and
other suppliers of the Company on the Company’s behalf, it may not be appropriate to seek to apply
the Code of Conduct to their dealings with these vendors and suppliers on behalf of other
organizations which have no relationship to the Company. To the extent that any such waiver applies to
an executive officer or a member of the Board, the waiver requires the express approval of the Board,
and the Company will promptly disclose to its shareholders that a waiver has been granted. The current
version of the Code of Conduct is available free of charge on the Company’s website,
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.
The information called for by this item is incorporated herein by reference from the information
under the headings ‘‘2012 Director Compensation’’, ‘‘Compensation Discussion and Analysis’’,
‘‘Compensation Committee Report’’ and ‘‘Executive Compensation’’ 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
Number of securities to be Weighted average available for future
issued upon exercise of exercise prices of issuance under equity
outstanding options outstanding options compensation plans
Equity compensation plans approved by
shareholders* .................. — $— 7,547,451
Total ......................... — $— 7,547,451
* Included in this category are the following equity compensation plans, which have been approved
by the Company’s shareholders:
• 1990 Incentive and Nonqualified Stock Option Plan
43