Dillard’s disarms Barington board challenge   

Little Rock, Ark. – Regional department store operator Dillard's, Inc. has reached an agreement with insurgent investors that will 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 among the list of four proposed initially by Barington to be on the new slate. The Dillard’s board is comprised of 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, 2008.

William Dillard II, chairman and ceo of the $7.2 billion retailer said, “Both the board and management welcome the perspectives and insights of our proposed new directors.

Dillard’s said it plans to close underperforming stores, cut unnecessary costs, and “subject all future commitments for new stores to strict return on capital requirements.”

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