Sector: Consumer Discretionary
BUCKLE INC · Meeting: June 1, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Against Analysis
Mr. Heacock is the son-in-law of CEO Dennis H. Nelson, which under our policy is a disqualifying familial relationship to senior management (specifically the CEO); this proximity raises independence concerns regardless of his professional qualifications, and the board designates him as a non-independent director consistent with this relationship.
For Analysis
Long-serving founder and Chairman with deep company knowledge; BKE's 3-year price return of 62.8% is strongly positive, and the underperformance threshold versus the S&P Retail Select Industry Index peer group (the proxy-disclosed benchmark) would need to exceed 65 percentage points to trigger a No vote, which is not the case here; no overboarding, attendance, or independence concerns.
President and CEO with over 50 years at the company; BKE's 3-year price return of 62.8% is strongly positive and does not trigger the TSR underperformance threshold versus the proxy-disclosed peer group (S&P Retail Select Industry Index); no overboarding or attendance concerns.
Independent director with relevant leadership experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Long-serving independent director with technology and executive leadership experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Independent director with retail and technology experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Independent director who serves as Audit Committee Chair and qualifies as an audit committee financial expert (former CPA and general counsel); BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Independent director with marketing and operational leadership experience who joined in December 2022 (less than 36 months ago); tenure overlap with any underperformance period is limited and she is a relatively recent addition; no overboarding or attendance concerns.
Independent director with consumer marketing expertise; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Independent director serving as Compensation Committee Chair with distribution and legal experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Long-serving independent director and former CFO with deep accounting and financial expertise; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Independent director and former Executive VP of Sales with deep knowledge of BKE's retail operations; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Vote FOR all nominees except Thomas B. Heacock, who is the CEO's son-in-law — a disqualifying familial relationship to senior management under our policy. BKE's 3-year price return of 62.8% is strongly positive and does not trigger the TSR underperformance threshold for any director. All other nominees are independent, have appropriate experience, and the proxy discloses a board skills matrix. No overboarding or attendance issues were identified for any director.
CEO
Dennis H. Nelson
Total Comp
$11,706,282
Prior Support
>80%%
CEO Dennis H. Nelson received total compensation of $11,706,282 for fiscal 2025, which includes a base salary of $1,300,000 and significant performance-based incentive cash bonuses and restricted stock awards tied to measurable financial targets (Pre-Bonus Net Income and profit margin thresholds) that were actually achieved — keeping variable pay genuinely at risk and earned. BKE's 3-year stock price return of 62.8% reflects strong shareholder returns over the measurement period, meaning above-benchmark incentive pay is aligned with positive shareholder outcomes. The company has a clawback policy, stock ownership requirements, meaningful performance conditions on equity awards, and historical say-on-pay support consistently above 80%, with no evidence of poor governance response to prior votes.
Auditor
Deloitte & Touche LLP
Tenure
35 yrs
Audit Fees
$529,894
Non-Audit Fees
$39,395
Deloitte & Touche LLP has audited Buckle since December 1990 — a tenure of approximately 35 years, which well exceeds our 25-year threshold for raising independence concerns. The proxy does not provide a specific and compelling rationale for retaining the same auditor for this length of time, nor does it disclose a concrete multi-year rotation plan. The non-audit fee ratio (audit-related fees of $39,395 divided by audit fees of $529,894, approximately 7%) is well within the acceptable 50% limit and raises no independence concern on its own, but the extreme tenure length alone is sufficient to warrant a No vote.
Meeting held June 1, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Hank M. Bounds | 99.5% | 44.4M | 228,815 | ✓ Elected |
| Dennis H. Nelson | 99.1% | 44.2M | 393,258 | ✓ Elected |
| Shruti S. Joshi | 98.9% | 44.1M | 506,794 | ✓ Elected |
| Daniel J. Hirschfeld | 98.7% | 44.0M | 602,737 | ✓ Elected |
| Thomas B. Heacock | 97.3% | 43.4M | 1.2M | ✓ Elected |
| Michael E. Huss | 96.0% | 42.8M | 1.8M | ✓ Elected |
| James E. Shada | 95.3% | 42.5M | 2.1M | ✓ Elected |
| John P. Peetz, III | 95.1% | 42.4M | 2.2M | ✓ Elected |
| Bruce L. Hoberman | 95.0% | 42.4M | 2.2M | ✓ Elected |
| Bill L. Fairfield | 94.9% | 42.3M | 2.3M | ✓ Elected |
| Angie J. Klein | 91.1% | 40.6M | 4.0M | ✓ Elected |
| Karen B. Rhoads | 69.8% | 31.1M | 13.5M | ✓ Elected |
Say on Pay
For 43.0M · Against 1.5M · Abstain 116,687
Auditor Ratification
For 47.1M · Against 367,662 · Abstain 89,358
Other Proposals
Proposal 4
Advisory vote on the frequency of future advisory votes on compensation of Named Executive Officers
The 2026 Buckle annual meeting ballot is largely routine, with FOR determinations on say-on-pay and most director nominees supported by BKE's strong three-year stock performance and a genuinely performance-linked compensation structure. The two exceptions are: (1) a vote AGAINST Thomas B. Heacock as director due to his familial relationship (son-in-law) to CEO Dennis H. Nelson, and (2) a vote AGAINST Deloitte & Touche LLP's ratification as auditor because the firm has served for approximately 35 years — well above our 25-year independence threshold — with no compelling retention rationale disclosed.
