Dillard's Disarms Barington Challenge

James Mammarella, April 7, 2008

Regional department store operator Dillard's, Inc. reached an agreement with insurgent investors to avoid a proxy battle over the makeup of the board of directors.

Dillard's management negotiated with Barington Capital Group and Clinton Group, in conjunction with another leading shareholder, Southeastern Asset Management (which holds the largest Dillard's Class A stake aside from the shares held by Dillard's Retirement Trust) to decide on four new candidates for the company's Class A directors.

The candidate slate:

  • James Haslam, III, ceo of Pilot Travel Centers;

  • Brad Martin, former chairman and ceo of Saks Inc.;

  • Frank Mori, co-ceo and president of Takihyo Inc. and former president and ceo of Anne Klein, Inc. and former ceo and founding partner of Donna Karan International;

  • Nick White, president and ceo of White & Associates and former evp and general manager of the supercenter division of Wal-Mart Stores, Inc.

White is the only candidate from the list of four proposed by Barington to be on the new slate.

The Dillard's board has four Class A directors and eight Class B directors, the latter of which are voted on by holders of Class B stock, which is largely within the possession of the Dillard family.

The Barington-led clique, which owns 5.3% of Class A shares, had threatened to force a proxy battle at the 2008 annual meeting of Dillard's stockholders scheduled for May 17. Seeking leverage, Barington had recently pressed for exhaustive financial disclosures on rewards, perks and activities related to the compensation of the management of the closely-held $72 billion retailer.

Dillards chairman and ceo William Dillard II said of the new agreement, "Both the board and management welcome the perspectives and insights of our proposed new directors."

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