SMU Corporate Governance Initiative · Reincorporation Tracker

Dillard's, Inc.

DDSNYSE Consumer Discretionary · DE → TX

Announcement
2025-07-21
First SEC disclosure
Meeting / Vote
2025-08-19
COMPLETED
Effective
2025-08-31
Legal effective date
Market Cap
$9.5B
At announcement

Why this firm matters

Standard cohort firm (Completed). Included for breadth across destinations and sectors.

Controller & ownership

Diffuse / non-controlled

Ownership concentration data not yet documented for this firm.

Source: Large-cap, widely held

Vote outcome — reincorporation proposal

Approval standard: majority of the voting power of the outstanding stock entitled to vote (DGCL §266 conversion). Meeting type: annual.

Vote totals not yet pulled. Awaiting EDGAR Item 5.07.

Visual evidence — event study around the announcement

Per-firm event-study figures auto-built from event_study_announcement_json in the master database. Each panel is generated deterministically from the same data backing the cohort statistics — no firm-specific tuning, no cherry-picking.
Dillard's announcement-day move was a non-event
Dillard's announcement-day move was a non-event
Bottom line. All four ways of looking at Dillard's stock that day point to roughly the same answer: barely moved by about 0.2%, and the move was statistically indistinguishable from a normal trading day (p = 0.92).
This chart shows four different statistical lenses on what Dillard's stock did on the day the reincorporation was announced. Each lens compares the actual move against a different prediction of what "normal" should have looked like — peer firms, the broader market, a single matched competitor, or a raw side-by-side. The gold-edged bar marks the lens used in the cohort summary.
Method
Specifications: synthetic control on a sector peer pool, single-factor market model (S&P 500 benchmark), matched pair against a pre-specified primary peer, and raw differential. Estimation window: 240 trading days ending the day before the announcement. Standard errors via Patell-z (1976).
For Dillard's, the announcement-day move sat right inside its normal noise
For Dillard's, the announcement-day move sat right inside its normal noise
Bottom line. Dillard's announcement-day reading falls near the center of its day-to-day trading range over the prior year. Translation: this looked like a typical day for the stock, statistically speaking.
This histogram shows every daily move Dillard's stock made over the 240 trading days before the announcement. The red line marks the announcement-day reading. If that line sits in the body of the distribution, the announcement barely registered as unusual for this particular stock.
Method
Daily abnormal returns from the headline specification's pre-announcement fit, with a normal-distribution overlay and Shapiro-Wilk normality test on the residuals.
Dillard's sits near the middle of the 36-firm cohort
Dillard's sits near the middle of the 36-firm cohort
Bottom line. Dillard's announcement-day reading is close to the cohort-wide mean of +0.69%. Most firms in this cohort moved by similar small amounts; reactions are firm-specific, not regime-specific.
This chart shows every firm in the cohort that has a computed announcement-day abnormal return — sorted from largest negative to largest positive. Dillard's is highlighted in gold. The dashed line marks the cohort-wide average, which is essentially zero. Even firms in the same destination state and same statutory regime can have very different reactions.
Method
Same headline-specification methodology applied to every firm in the 36-firm cohort that has 240 trading days of pre-announcement price history.
Data integrity. All figures generated by the same script (perfirm_gallery.py) on every release; SHA-256 verified at deploy time. See also: Cohort-wide event study →.

Event-study abnormal returns — announcement window

Returns around the announcement date.
Event date: 2025-07-21 · Estimation window: 2024-08-02 to 2025-07-18 (240 days)
SpecificationDay-0 ARInference
Synthetic control (9-donor Consumer Discretionary peer pool)i-2.24%no inference
Market model (SPY benchmark)i+0.34%Patell-z p-value = 0.893
Sector-augmented model (SPY + Consumer Discretionary ETF (XLY)) HEADLINEi+0.24%Patell-z p-value = 0.925
Matched pair (vs TJX, market-model-adjusted)i-1.82%two-sided p-value = 0.505
Raw differential vs TJXi-1.68%no inference
Robustness checks — does the headline result hold up?

Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.

  • Pre-event drift check: the firm's daily abnormal return drifted by +0.0012% per day in the pre-event window (p = 0.639). no detectable pre-event drift ✓. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
  • Donor co-movement check: 7 of 9 peer firms moved in the same direction as the treated firm on the event day (binomial p = 0.1797). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
  • Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.365 (weak tracking — interpret with caution); R² = -0.983 (fraction of pre-event variance explained); Durbin-Watson = 1.90 (no autocorrelation). — Higher correlation + higher R² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.
Event date: 2025-09-02 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop
SpecificationDay-0 ARInference
Market model (SPY benchmark) HEADLINEi+4.44% *Patell-z p-value = 0.066

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.
Effective date: 2025-08-31 · n_post = 167 days

Buy-and-hold abnormal returns (BHAR)

Horizon & benchmarkBHARInference
1 month  vs S&P 500+11.81%Patell-z = +0.82 · p = 0.414 · n = 21 days
1 month  vs sector ETF (XLY)+11.78%Patell-z = +0.82 · p = 0.414 · n = 21 days
3 months  vs S&P 500+19.57%Patell-z = +0.63 · p = 0.529 · n = 63 days
3 months  vs sector ETF (XLY)+23.59%Patell-z = +0.63 · p = 0.529 · n = 63 days
6 months  vs S&P 500+13.79%Patell-z = +0.12 · p = 0.908 · n = 126 days
6 months  vs sector ETF (XLY)+20.79%Patell-z = +0.12 · p = 0.908 · n = 126 days

Calendar-time portfolio alpha (CTE)

SpecificationAnnualized alphaInference
Calendar-time portfolio alpha  vs S&P 500+4.14%/yrt = +0.10 · p = 0.917 · n = 167 days · Newey-West HAC SE (lag=5)
Calendar-time portfolio alpha  vs sector ETF+15.42%/yrt = +0.37 · p = 0.710 · n = 167 days · Newey-West HAC SE (lag=5)

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: raw p = 0.925, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Texas Statutory Adoptions

Texas opt-in statutory regimes available to Texas-incorporated public companies. Each requires a charter or bylaw amendment with proxy notice. Both are independently elected.
SB 29 — TBOC §21.552
Derivative-action 3% ownership threshold (effective 2025-05-14, post-Tornetta v. Musk).
✓ ADOPTED
Source: 8-K 0001104659-25-080914 (effective Aug 31 2025); TX Charter & bylaws [Filing ↗]
SB 1057 — TBOC §21.373
Shareholder-proposal threshold: lesser of $1M market value or 3% of voting shares, 6-month hold, 67% solicit (effective 2025-09-01). Director nominations and procedural resolutions are exempt. Legal status: vulnerable to challenge under the Internal Affairs Doctrine and dormant Commerce Clause; SEC Rule 14a-8(i)(1) permits state-law exclusion, so §21.373 may operate through Rule 14a-8 rather than face direct preemption. No court ruling has issued. Firms appear to be in a wait-and-see posture pending legal clarity.
PENDING VERIFICATION

Adoption is opt-in. A "No" or "Pending" status means the firm has not (yet) elected into the regime — it does not mean the firm is non-compliant. Adoption requires a charter/bylaw amendment disclosed via 8-K Item 5.03.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

Classification & audit trail

Bucket
B1
Panel eligibility
PANEL_A_post_SB29
Audit status
VERIFIED_EDGAR
Source confidence
VERIFIED_EFFECTIVE
Transaction status
COMPLETED
Audit notes
VERIFY: Dillard's effective 2025-08-31 [corrected to 2025-08-20] (post-SB 29); must be excluded from Panel B.
Effective date present but no Accession URL in v6 rev78; retrieve from EDGAR.
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://investor.dillards.com/
[2026-04-28] Phase 4K: corrected dates that were off by 3+ months (ann 2025-03-14 -> 2025-07-21; meeting 2025-05-17 -> 2025-08-19; eff 2025-08-31 [corrected to 2025-08-20] -> 2025-08-20). Special Meeting 2025-08-19; certificate of conversion filed 2025-08-20. Record date 2025-07-25. Disclosed franchise-tax savings >$250K/yr.
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis. [2026-04-28] phase5c: vote source 8-K 0001104659-25-080914 (2025-08-20, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-28] phase5c: vote source 8-K 0001104659-25-080914 (2025-08-20, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-29] phase5r: bucket 'C' -> 'B1' (DE->TX effective 2025-08-20 >= SB29 -> bucket B1) [2026-04-29] phase5u: row independently validated by external Reviewer (full-residual pass, 78/276 substantive answers); validations applied: V_DATE_ANN=CONFIRM; V_DATE_MEET=CONFIRM; V_DATE_EFF=CONFIRM; V_MECHANISM=CONFIRM; V_FROM_TO=CONFIRM; V_BUCKET=WRONG=B1; V_COHORT=CONFIRM_INCLUSION; primary-source URLs all under https://www.sec.gov/Archives/ [2026-04-29] phase5v: row independently re-validated by external Reviewer (Round 4 full-residual pass, 85/276 substantive); all bucket and pending-status conclusions match v3.57 [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v5 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58) [2026-04-29] phase5z: DDS effective date is 2025-08-20 (corrected); any prior reference to 2025-08-31 is superseded historical text
[2026-04-29] v3.74: actual_effective_date_iso 2025-08-20→2025-08-31 — per 8-K acc 0001104659-25-080914 cover (Effective Time Aug 31 10:59pm CT). Aug 20 was certificate-of-conversion filing date.
[2026-04-29] v3.75: VERIFIED via 8-K Item 5.07 (acc 0001104659-25-080914): 12.8M for / 1.5M against / ~2,300 abstain. Class A (11.6M outstanding @1 vote) + Class B (3.99M outstanding @1 vote). DGCL §266 conversion → majority of outstanding voting power. Effective Aug 31, 2025 10:59 PM CT.

Related firms

Use these for cross-firm sanity checks — peers in size, sector, or destination.
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same destination
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