BKE Proxy 2015 doc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

SCHEDULE 14A

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THE BUCKLE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 29, 2015


To Our Stockholders:

The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the Holiday Inn, Kearney, Nebraska, on Friday, May 29, 2015 at 10:00 A.M., for the following purposes:

1.
To elect a Board of Directors. The Board of Directors intends to nominate the following nine persons, each of whom currently serves as a Board member: Daniel J. Hirschfeld, Dennis H. Nelson, Karen B. Rhoads, James E. Shada, Robert E. Campbell, Bill L. Fairfield, Bruce L. Hoberman, John P. Peetz, III, and Michael E. Huss.
2.
To ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending January 30, 2016.
3.
To approve the Company's 2015 Management Incentive Plan.
4.
To amend the Company's 2008 Director Restricted Stock Plan.
5.
To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 26, 2015 are entitled to notice of and to vote at the Annual Meeting and at any and all adjournments or postponements thereof.

A copy of the Company's annual report is being provided with this proxy statement to stockholders entitled to notice of this meeting.

By Order of the Board of Directors,
Kyle L. Hanson, Secretary

April 17, 2015

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 29, 2015:  The Proxy Statement and the Annual Report to Stockholders are available at www.proxyvote.com.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN, AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.

2


THE BUCKLE, INC.
2407 West 24th Street
Kearney, NE  68845

PROXY STATEMENT FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 29, 2015

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of The Buckle, Inc. ("the Company") for use at the Annual Meeting of Stockholders of the Company to be held May 29, 2015, or at any adjournments of said meeting (the "Meeting"). The enclosed form of proxy, if executed, may nevertheless be revoked at any time insofar as it has not been exercised. When such proxy is properly executed and returned, the shares it represents will be voted at the meeting in accordance with any directions given; or if no direction is indicated, it will be voted in favor of the proposals set forth in the notice attached hereto.

The Company will bear the cost of solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation materials to beneficial owners of stock. In addition to the use of mail, proxies may be solicited by personal interview, by internet, or by telephone. Copies of the proxy statement and proxy form will be first provided to stockholders on April 17, 2015.

VOTING INFORMATION

As of March 26, 2015, the Company had outstanding 48,532,963 shares of Common Stock. Each share of Common Stock is entitled to one vote. Only stockholders of record on March 26, 2015 will be entitled to vote at the Meeting. A holder of Common Stock is entitled to cumulate his or her votes in the election of Directors and may give one or more candidates as many votes as the number of Directors to be elected multiplied by the total number of shares owned by such stockholder. Under Nebraska law, there are no conditions precedent to the exercise of cumulative voting rights. On all other matters which may come before the Meeting, each holder of Common Stock will be entitled to one vote for each share owned.

Votes cast by proxy or in person at the Meeting will be tabulated by the election inspector appointed for the meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter.


3


Principal Stockholders

As of March 26, 2015, the Common Stock was held of record by 450 stockholders. The following table sets forth certain information concerning the beneficial ownership of Common Stock by each stockholder who is known by the Company to own beneficially in excess of 5% of the outstanding Common Stock, by each Director, nominee for Director, and all executive officers and Directors as a group, as of March 26, 2015:

BENEFICIAL OWNERSHIP OF COMMON STOCK

 
 
Shares of Common Stock
Name of Beneficial Owner
 
Current
Ownership
 
Right to
Acquire (2)
 
Total
Beneficial
Ownership
 
Percent
 
 
 
 
 
 
 
 
 
 
 
5% Stockholders
 
 
 
 
 
 
 
 
 
 
Royce & Associates, LLC (3)
 
7,326,849

 
 
 

 
7,326,849

 
15.1%
The Vanguard Group (4)
 
2,437,795

 
 
 

 
2,437,795

 
5.0%
 
 
 
 
 
 
 
 
 
 
 
Directors, Nominees, and Named Executive Officers
 
 
 
 
 
 
 
 
 
 
Daniel J. Hirschfeld
 
16,200,000

 
 
 

 
16,200,000

 
33.4%
Dennis H. Nelson
 
2,942,735

 
(1)
 

 
2,942,735

 
6.1%
Karen B. Rhoads
 
275,126

 
(1)
 

 
275,126

 
*
Robert E. Campbell
 
29,464

 
 
 

 
29,464

 
*
Bill L. Fairfield
 
35,958

 
 
 

 
35,958

 
*
Bruce L. Hoberman
 
30,280

 
 
 

 
30,280

 
*
Michael E. Huss
 
14,250

 
 
 

 
14,250

 
*
John P. Peetz, III
 
17,373

 
 
 

 
17,373

 
*
James E. Shada
 
99,357

 
 
 

 
99,357

 
*
 
 
 
 
 
 
 
 
 
 
 
All executive officers and Directors as a group (18)
 
20,217,188

 
(1)
 

 
20,217,188

 
41.7%

*      Less than 1%

(1)
These amounts include shares owned within participants’ 401(k) accounts for which the voting power is held by MassMutual. Share amounts include Dennis H. Nelson with 6,030, Karen B. Rhoads with 2,879, and all executive officers as a group with 46,767.
(2)
These amounts represent shares which the named individual has the right to acquire through exercise of options which are exercisable within the next 60 days.
(3)
Shares owned by Royce & Associates, LLC are those reported in its most recent Form 13G/A, as filed with the SEC on January 6, 2015.
(4)
Shares owned by The Vanguard Group are those reported in its most recent Form 13G, as filed with the SEC on February 10, 2015.


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Proposal 1

ELECTION OF DIRECTORS

Directors will be elected at the May 29, 2015 Annual Meeting to serve until the next Annual Meeting and until their successors are elected and qualified. In accordance with the By-laws of the Company, the size of the Board of Directors has been fixed at nine, and nine Directors are to be elected at the Annual Meeting.

The Board of Directors recommends the election of the nine nominees listed below. In the absence of instructions to the contrary, shares represented by the proxy will be voted for the election of all such nominees to the Board of Directors. The Board of Directors has no reason to believe that any of these nominees will be unable to serve. However, if any nominee should for any reason be unavailable to serve, the proxies will be voted for the election of such other person to the office of Director as the Board of Directors may recommend in place of such nominee. Set forth below is certain information concerning the nominees, which is based on data furnished by them.

Daniel J. Hirschfeld, age 73. Mr. Hirschfeld is Chairman of the Board of the Company. He has served as Chairman of the Board since April 19, 1991. Prior to that time, Mr. Hirschfeld served as President and Chief Executive Officer. Mr. Hirschfeld has been involved in all aspects of the Company's business, including the development of the Company's management information systems. The Board believes that Mr. Hirschfeld’s knowledge of Company operations, based upon his longstanding experience with the Company as its founder, allows him to provide strategic guidance and unique insights into the Company’s challenges and opportunities.

Dennis H. Nelson, age 65. Mr. Nelson is President and Chief Executive Officer and a Director of the Company. He has served as President and a Director since April 19, 1991. Mr. Nelson was elected as Chief Executive Officer by the Board of Directors on March 17, 1997. Mr. Nelson began his career with the Company in 1970 as a part-time salesman while he was attending Kearney State College (now the University of Nebraska - Kearney). While attending college, he became involved in merchandising and sales supervision for the Company. Upon graduation from college in 1973, Mr. Nelson became a full-time employee of the Company and he has worked in all phases of the Company's operations since that date. Prior to his election as President and Chief Operating Officer on April 19, 1991, Mr. Nelson performed all of the functions normally associated with those positions. The Board believes that Mr. Nelson’s experience with the Company for over forty years and his day-to-day leadership of the Company as Chief Executive Officer allows him to provide valuable guidance from his intimate knowledge of the Company’s operations and the markets in which the Company operates.

Karen B. Rhoads, age 56. Ms. Rhoads is Senior Vice President of Finance, Chief Financial Officer, and a Director of the Company. Ms. Rhoads was elected a Director on April 19, 1991. She worked in the corporate office during college and later worked part-time on the sales floor. Ms. Rhoads practiced as a CPA for 6 1/2 years, during which time she began working on tax and accounting matters for the Company as a client. She has been employed with the Company since November 1987. The Board believes that Ms. Rhoads’s experience in public accounting, coupled with her longstanding experience with the Company, allows her to provide the Company with detailed analysis of the Company’s financial operations.

James E. Shada, age 59. Mr. Shada has been a Director of the Company since March 11, 2002. Mr. Shada previously served as Vice President of Sales and Executive Vice President of Sales since April 19, 1991. Effective March 27, 2009, Mr. Shada retired from the Company, after stepping down from his executive position on June 30, 2008. Mr. Shada began his career with the Company in November 1978 as a part-time salesman while attending Kearney State College (now the University of Nebraska - Kearney). He later served as a store manager for the Company before returning to the corporate office in 1985 as the Company's sales manager. He was also involved in site selection and the development and education of personnel as store managers and as area and district managers. The Board believes that Mr. Shada’s prior experience with the Company as Executive Vice President of Sales allows him to provide special insights on the Company’s sales operations.

Robert E. Campbell, age 72. Mr. Campbell has been a Director of the Company since July 1, 1991. Since 1985, Mr. Campbell has served as Chairman and Chief Executive Officer, and currently serves as President and Operating Manager, of Miller & Paine LLC, a company which owns and manages office and retail properties in Lincoln, Nebraska. Before 1988, Miller & Paine owned and operated department stores in Lincoln and Grand Island, Nebraska, which were sold to Dillards Department Stores, Inc. Following 14 years of service, Mr. Campbell retired on December 31, 2011 from his position as Director of Development for the Madonna Foundation, which supports the Madonna Rehabilitation Hospital in Lincoln, Nebraska. The Board believes that Mr. Campbell’s experience with retail department stores allows him to provide a valuable perspective on various aspects of retail store operations.


5



Bill L. Fairfield, age 68. Mr. Fairfield has served as a Director of the Company since May 30, 1996. Mr. Fairfield was the Chief Executive Officer of infoGROUP Inc. from August 2008 to July 2010, a Director of infoGROUP Inc. from November 2005 to July 2010, and the Chairman of the Board from July 2008 to August 2008. In 2003 and 2004, Mr. Fairfield was Executive Vice President of Sitel Corporation, and from 1991 until October 2000, Mr. Fairfield was President and Chief Executive Officer of Inacom Corp., a technology management services company. Prior to 1991, Mr. Fairfield was Chief Executive Officer of Valcom, the predecessor company to Inacom Corp. The Board believes that Mr. Fairfield’s business experience related to technology and his former role as Chief Executive Officer of infoGROUP allows him to provide insight in technology, auditing, and financial matters.

Bruce L. Hoberman, age 68. Mr. Hoberman has served as a Director of the Company since June 2, 2000. He is currently Chairman of the Board of Proxibid, Inc., an internet auction service provider. He previously served as President and Chief Executive Officer of Proxibid starting in 2003, stepping down from his President role in 2010, and later retiring from his CEO position in September 2012. Mr. Hoberman was Founder and President of Homer’s, Inc., a music retail chain and distribution company based in Omaha, Nebraska, from 1971 to 1993. The Board believes that Mr. Hoberman’s experience with a music retail chain and his experience and involvement with Proxibid, Inc. allows him to provide insight in retail, technology, and financial matters.

John P. Peetz, III, age 65. Mr. Peetz has served as a Director of the Company since June 2, 2006. Mr. Peetz currently serves in an of counsel role for Peetz & Company, a Lincoln, Nebraska based company providing strategic counsel in government and corporate affairs. Mr. Peetz previously served as Executive Vice President for Crete Carrier Corporation, one of the largest privately held trucking companies in the United States, located in Lincoln, Nebraska. He held this position from 1991 to May 2010 and held other positions with that organization prior to that date. He also previously served as President of Shaffer Trucking, the refrigerated carrier division of Crete Carrier, until his retirement from the company in December 2014. Mr. Peetz practiced law in Sidney, Nebraska with the firm of Peetz, Peetz & Sonntag prior to joining Crete Carrier Corporation and its affiliated companies in 1988 as general counsel. The Board believes that Mr. Peetz’s experience as Executive Vice President of Crete Carrier Corporation and as President of its Shaffer Trucking division allows him to provide insight with respect to distribution and financial matters.

Michael E. Huss, age 60. Mr. Huss has served as a Director of the Company since May 29, 2009. Mr. Huss is General Counsel for Mutual of Omaha Bank and Deputy General Counsel and Corporate Secretary for the Mutual of Omaha Companies. Mr. Huss has been with Mutual of Omaha since 1993, holding various positions prior to those he currently serves. Prior to joining the Mutual of Omaha Companies, Mr. Huss practiced law as a partner at the Kutak Rock law firm in Omaha, Nebraska and was a certified public accountant in San Diego, California. The Board believes that Mr. Huss’ experience as General Counsel for Mutual of Omaha Bank, Deputy General Counsel and Corporate Secretary for Mutual of Omaha Companies, coupled with his prior experience as a certified public accountant, allows him to provide insight in accounting, audit, compliance, and financial matters. From his years of experience in accounting and law, he has knowledge and understanding of generally accepted accounting principles and auditing standards and how they should be applied to financial reporting systems. Mr. Huss serves on the Company’s Audit Committee and meets the SEC definition of an audit committee financial expert.

Directors will be elected under this proposal when they receive a plurality of affirmative votes cast by holders of the outstanding shares of Common Stock voting together as a single class at the meeting. This means the nine nominees receiving the highest number of votes at the meeting, after taking into account any cumulative voting, will be elected. Therefore, an abstention will not have the effect of a vote for or against the proposal and will not be counted in determining the number of votes required for approval, but will be counted in determining the presence of a quorum.


6



CORPORATE GOVERNANCE

The Board has developed corporate governance practices to help it fulfill its responsibility to stockholders to oversee the work of management in the conduct of the Company’s business and to seek to serve the long-term interests of stockholders. The Company’s corporate governance practices are documented in the Corporate Governance Guidelines and in the charters of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee of the Board. The Company’s Corporate Governance Guidelines and committee charters are periodically reviewed and updated as necessary to reflect changes in regulatory requirements and changes in oversight practices.

Chairman and Chief Executive Officer

The Company does not have a formal policy regarding the separation of its Chairman and Chief Executive Officer positions. The role of Chairman and that of Chief Executive Officer currently are held separately. Daniel J. Hirschfeld serves as Chairman of the Board of Directors while Dennis H. Nelson serves as President and Chief Executive Officer. The Board of Directors believes that the Company’s current leadership structure is appropriate and achieves important objectives for the Company. Mr. Nelson is positioned to fully focus his energies on implementing the Company’s business strategy and administering its day-to-day affairs. Mr. Hirschfeld is positioned to draw on his relationships with existing Board members and his experience as a past President and Chief Executive Officer of the Company to effectively discharge the duties of Chairman, while also serving as a resource to Mr. Nelson. Further, Mr. Hirschfeld remains the Company’s largest stockholder and, as Chairman, is in a position to promote the interests of all stockholders.

Risk Oversight

The Company’s Board of Directors oversees risk management with a focus on the Company’s primary areas of risk: risk related to the Company’s business strategy, financial risk, legal/compliance risk, and operational risk. The President and Chief Executive Officer and each of the Company’s other executive officers are responsible for managing risk in their respective areas of authority and expertise, identifying key risks to the Board of Directors, and explaining to the Board how those risks are being addressed.

The Board of Directors receives reports from Company executives with respect to their areas of managerial responsibility. These reports include information concerning risks and risk mitigation strategies. For example, the Board of Directors receives quarterly reports from certain members of management regarding areas of operational risk. In addition, the Board evaluates risk related to business strategies and transactions. For example, the Board monitors significant capital expenditures through its review of the annual budget and quarterly capital expenditure reports from management.

The standing committees of the Board also have responsibility for risk oversight. The Audit Committee focuses on financial risk, including fraud risk and risks relating to internal controls over financial reporting. It receives an annual risk assessment report from the Company’s internal auditors, as well as financial risk assessment information in connection with particular events or transactions. In addition, the Audit Committee regularly receives reports regarding information reported through the Company’s “whistleblower hotline.”  The Corporate Governance and Nominating Committee assists the Board of Directors in fulfilling its oversight responsibility with respect to regulatory compliance and receives regular reports from the Company’s General Counsel. As discussed below, the Compensation Committee addresses risks relating to the Company’s executive compensation strategies. The full Board of Directors receives regular reports from the chairs of the committees and receives reports and other meeting materials provided to each of the committees.


7



Compensation Risk Assessment

In setting executive compensation, the Compensation Committee considers the risks to the Company’s stockholders and to the achievement of Company goals that may be inherent in the compensation program. Although a significant portion of compensation for the Company’s executives is performance-based and “at-risk,” the Compensation Committee believes the Company’s executive compensation plans are appropriately structured and do not pose a material risk to the Company. Specifically, performance-based compensation for management is tied to growth in Pre-Bonus Net Income as the key performance metric. Since growth in Pre-Bonus Net Income ultimately contributes to growth in net income and earnings per share, the Committee believes that such growth will likely be correlated with an increase in the share price of the Company’s common stock, thereby aligning management’s focus with that of the Company’s stockholders without creating incentives that are reasonably likely to have a material adverse effect on the Company. Incentive compensation for non-executive employees, such as store managers and area/district managers, is similarly tied to measures that align the employees’ focus with that of the Company’s stockholders.

Board Committee Charters

The Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Except for the Executive Committee, whose members are all executive officers of the Company, all committee members meet the independence requirements of the United States Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). The charters of the three committees listed in the table herein are available on the Company’s website at www.buckle.com and upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, Nebraska 68848. Current committee members are as listed:
 
Name
 
Audit
Committee
 
Compensation
Committee
 
Corporate Governance and
Nominating Committee
 
 
 
 
 
 
 
Robert E. Campbell
 
X
 
X
 
X
Bill L. Fairfield
 
Chairman
 
X
 
X
Bruce L. Hoberman
 
X
 
X
 
Chairman
Michael E. Huss
 
X
 
X
 
X
John P. Peetz, III
 
X
 
Chairman
 
X
James E. Shada
 
X
 
X
 
X

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities. These Guidelines are available free of charge on the Company's website at www.buckle.com or upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848.

Code of Ethics

The Company has a Code of Ethics that applies to all employees, including the Chief Executive Officer and the Chief Financial Officer, as well as all members of the Board of Directors. The Code of Ethics is available free of charge on the Company's website at www.buckle.com or upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848.

The Company intends to satisfy its disclosure obligations under applicable rules of the SEC regarding an amendment to or waiver from a provision of the Company's Code of Ethics that applies to the Company's Chief Executive Officer or its Chief Financial Officer by posting such information on its internet website.


8



Independence

The Company’s Corporate Governance Guidelines require that a majority of the Board consist of Directors who qualify as independent under NYSE Listing Standards. The Board has determined that all non-employee Directors of the Company, comprising six of the nine members of the Board of Directors during fiscal 2014, are independent under NYSE Standards. In addition, all committee members, other than the Executive Committee members, meet the applicable independence requirements of the NYSE Listing Standards. The names of the independent directors are:  Robert E. Campbell, Bill L. Fairfield, Bruce L. Hoberman, Michael E. Huss, John P. Peetz, III, and James E. Shada.

Executive Sessions of Non-Management Directors

The Company's independent Directors meet separately in executive session without employee Directors or representatives of management at each regularly scheduled quarterly meeting of the Board. The Chair of these executive sessions is rotated among the non-employee Directors alphabetically.

Stockholder Communication with the Board of Directors

Stockholders or other interested parties may contact an individual Director, the Board as a group, or the non-employee Directors as a group, by writing to: Board of Directors or Directors, c/o Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848. The communication should specify the applicable addressee(s) to be contacted as well as the address and telephone number of the person submitting the communication. The Board has instructed the Corporate Secretary to review all communications to the Board and to only distribute if appropriate to the duties and responsibilities of the Board. The Board has instructed the Corporate Secretary to not forward communications that she determines to be primarily commercial in nature, that relate to an improper or irrelevant topic, or that request general information about the Company. Communications regarding accounting, internal accounting controls, or auditing matters may also be reported to the Company's Board of Directors using the above address or through The Buckle Ethics Hotline. Information about how to contact The Buckle Ethics Hotline is available on the Company's website at www.buckle.com and in the Company's Code of Ethics.

Company Website

Information on the Company's website is not incorporated by reference into this proxy statement.

Meetings and Committees of the Board

During fiscal 2014, five meetings of the Board of Directors, ten meetings of the Executive Committee, seven meetings of the Compensation Committee, no meetings of the Corporate Governance and Nominating Committee, and six meetings of the Audit Committee were held. No Director was absent from more than twenty-five percent of the aggregate of: (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees on which he or she served. The Company has the following standing committees:

Executive Committee. The Executive Committee has the power and authority of the Board of Directors to manage the affairs of the Company between meetings of the Board of Directors. The Executive Committee establishes compensation for all non-officer employees of the Company. The Committee also regularly reviews significant corporate matters and recommends action as appropriate to the Board. Members of the Executive Committee presently are Daniel J. Hirschfeld, Dennis H. Nelson, Karen B. Rhoads, and Thomas B. Heacock.

Audit Committee. The Audit Committee meets with the Company's Chief Financial Officer, internal auditors, and independent accountants to review the scope of auditing procedures, policies relating to internal controls, and the Company's public financial statements. The Board of Directors has determined that the Company has at least one Audit Committee member that meets the requirements of a financial expert. For fiscal 2014, Michael E. Huss, who served on the Audit Committee and fulfilled the Audit Committee financial expert role, was independent with respect to the Company and its management.

Compensation Committee. The Compensation Committee is responsible for establishing the Company’s philosophy, policies, and strategies relating to executive compensation and for evaluating the performance of the Company’s Chief Executive Officer. The Compensation Committee also administers the the Amended and Restated 2005 Restricted Stock Plan and the Company’s incentive plans for management, including the 2015 Management Incentive Plan.


9



Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for researching and recruiting qualified new members for the Company’s Board of Directors. In considering whether to recommend any candidate for inclusion in the slate of recommended Director nominees, the Corporate Governance and Nominating Committee applies the criteria set forth in the Company’s Corporate Governance Guidelines. These criteria include the candidate’s independence, integrity, experience, sound judgment in areas relevant to the Company's business, and willingness to commit sufficient time to the Board of Directors, all in the context of an assessment of the perceived needs of the Board of Directors at that point in time. The Corporate Governance and Nominating Committee seeks nominees with a broad diversity of experience, professions, skills, and backgrounds. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the Directors, considered as a group, should provide a significant breadth of experience, knowledge, and abilities that will allow the Board of Directors to fulfill its responsibilities. The Committee is also responsible for reviewing the Company’s Corporate Governance Guidelines and recommending to the Board any modifications the Committee deems appropriate. The Committee is charged with overseeing the evaluation and reporting to the Board on the performance and effectiveness of the Board and its committees. The Corporate Governance and Nominating Committee will consider nominees for Directors recommended by stockholders of the Company and will evaluate such nominees using the same criteria used to evaluate Director candidates otherwise identified by the Committee. Stockholders wishing to make such recommendations should write to: Corporate Governance and Nominating Committee, c/o Corporate Secretary, The Buckle, Inc., P. O. Box 1480, Kearney, NE 68848. Persons making submissions should include the full name and address of the recommended nominee, a description of the proposed nominee’s qualifications, and other relevant biographical information.

Attendance at Annual Meeting

The Company requires all Directors to use all reasonable efforts to attend the Annual Meeting of Stockholders. The Board of Directors holds one of its regularly scheduled quarterly meetings immediately following adjournment of the Annual Stockholder Meeting. Each Director of the Company attended the Annual Meeting held in May 2014.

Chief Executive Officer Certification

The Listing Standards of the NYSE require that the Company’s Chief Executive Officer certify to the NYSE each year that he or she is not aware of any violation by the Company of the NYSE Corporate Governance Listing Standards, qualifying the certification to the extent necessary. The Company’s Chief Executive Officer, Dennis H. Nelson, filed such a certification with the NYSE for fiscal 2014.

Director Compensation

For their services as Directors in fiscal 2014, the members of the Board of Directors who are not employees of the Company were paid $12,000 annually, $3,000 for each quarterly Board meeting they attended, $500 for each telephonic meeting less than 30 minutes, and $1,000 for each telephonic meeting lasting 30 minutes or longer held for the Board or any committee thereof. The Chairman of each committee of the Board received additional cash payment for service as Chairman as follows: the Audit Committee Chairman received $3,000 per quarter, the Compensation Committee Chairman received $2,000 per quarter, and the Chairman of the Corporate Governance and Nominating Committee received $1,000 per quarter.

Directors also receive grants of non-vested stock. Under the 2008 Director Restricted Stock Plan, 2,250 shares of non-vested stock are granted annually to each non-employee Director (a Director of the Company who is not an officer or employee of the Company) on the first day of each fiscal year. The Plan also provides that each non-employee Director be granted 750 shares of non-vested stock on the date such Director is first elected to the Board of Directors of the Company. The shares granted are vested 25 percent immediately, with an additional 25 percent vesting on each of the first three successive anniversaries of the date of the issuance.

There are no family relationships among any of the Directors or Officers of the Company, except that Thomas B. Heacock, elected as Treasurer on March 21, 2011 and appointed Vice President of Finance on December 8, 2014, is the son-in-law of Dennis H. Nelson, President, Chief Executive Officer, and Director, and Diane L. Applegate, appointed Vice President of Supply Chain and Merchandising Operations on December 8, 2014, is the sister of Karen B. Rhoads, Senior Vice President of Finance, Chief Financial Officer, and Director.


10



The following table summarizes the compensation paid to the Company’s non-employee Directors for the fiscal year ended January 31, 2015:

 
 
Fees Earned
or Paid in
Cash
 
Stock
Awards
 
Option
Awards
 
Non-Equity
Incentive Plan
Compensation
 
Change in
Pension
Value and
NQDC
Earnings
 
All Other
Compensation
 
Total
Name
 
($) (1)
 
($) (2)
 
($)
 
($)
 
($)
 
($)
 
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert E. Campbell
 
27,500

 
99,720

 

 

 

 

 
127,220

Bill L. Fairfield
 
39,000

 
99,720

 

 

 

 

 
138,720

Bruce L. Hoberman
 
31,000

 
99,720

 

 

 

 

 
130,720

Michael E. Huss
 
27,000

 
99,720

 

 

 

 

 
126,720

John P. Peetz, III
 
35,500

 
99,720

 

 

 

 

 
135,220

James E. Shada
 
27,500

 
99,720

 

 

 

 

 
127,220

 
(1)
The amount shown is the amount earned during fiscal 2014 by the Company’s non-employee Directors, including an annual retainer paid in quarterly installments, fees paid for attending meetings (including conference calls), and quarterly fees for the Chairman of each committee.
(2)
Reflects the aggregate grant date fair value of awards computed in accordance with FASB ASC 718, Compensation-Stock Compensation. The aggregate grant date fair value of non-vested shares granted to non-employee directors in fiscal 2014 was $598,320. As of January 31, 2015, none of the Company's directors had any stock options outstanding.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's officers, Directors, and greater than 10% stockholders ("Reporting Persons") to file certain reports ("Section 16 Reports") with respect to beneficial ownership of the Company's equity securities. Based solely on its review of the Section 16 Reports furnished to the Company by its Reporting Persons and, where applicable, any written representations by any of them that no Form 5 was required, all Section 16(a) filing requirements applicable to the Company's Reporting Persons during and with respect to fiscal 2014 have been complied with on a timely basis, except for one late Form 4 filed by Bill L. Fairfield.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The Company is engaged in a highly competitive industry, with fashion, selection, quality, price, location, store environment, and service being the principal competitive factors. In order to compete and succeed, the Company believes that it must be able to attract, motivate, and retain highly qualified executives. The Company emphasizes the promotion of store managers and other management personnel from within. The Company’s compensation philosophy is that each member in a position to make the Company grow should be rewarded for growth and, as such, the compensation plan is intended to provide a relationship between the compensation earned by executive officers and the creation of value for stockholders. The Company has a team philosophy, reflected by the facts that: (i) employees have always been referred to as “teammates” and (ii) performance goals upon which performance bonuses for executive officers are based are strategic goals for Company performance, not individual goals.


11



Elements of Executive Compensation

For fiscal 2014, the compensation program for all executive officers, including Dennis H. Nelson, who served as President and Chief Executive Officer, and Karen B. Rhoads, who served as Senior Vice President of Finance and Chief Financial Officer, consisted of:

competitive base salary;
incentive cash bonus, based upon the actual performance of the Company;
benefits including a health and welfare plan, 401(k) plan, and supplemental non-qualified deferred compensation plan (to provide officers with a benefit comparable to that being currently provided to other employees under the 401(k) plan); and
shares of Restricted Stock (hereafter referred to as “Non-Vested Stock” in accordance with terminology used in Generally Accepted Accounting Principles (“GAAP”)).

The first three elements listed above are short-term in nature and designed to attract, motivate, and retain a talented executive team. Non-Vested Stock provides a long-term incentive designed to reward executives for the achievement of sustainable growth in stockholder value. Non-Vested Stock was granted in accordance with the 2014 Management Incentive Plan, which was previously approved by stockholders.

Salary

Fiscal 2014 salaries for executive officers were set in January 2014 and were increased over salaries paid for fiscal 2013. The salary amounts are reported in the Summary Compensation Table on page 17. When establishing base salaries, the Compensation Committee considered factors such as the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, the base salary of the individual in prior years with the Company, and the number and availability of well qualified candidates to assume the individual’s role. Base salary ranges are reviewed and re-established by the Compensation Committee annually.

Incentive Cash Bonus

The 2014 Management Incentive Plan, which was approved by stockholders at the Annual Meeting in 2014, in addition to creating a Bonus Pool as a cash incentive for executive officers, granted the Compensation Committee discretion to grant year-end cash incentives for extraordinary events as may be determined by the Compensation Committee. No discretionary awards were made pursuant to that authority, except that Michelle Hoffman was granted a $50,000 discretionary award in addition to her calculated 2014 Management Incentive Plan bonus.

The 2014 Management Incentive Plan included the creation of a Bonus Pool as a cash incentive for executives. This Bonus Pool was calculated utilizing Pre-Bonus Net Income as the key performance metric. Dollars were added to the Bonus Pool in two methods: (i) 1.1% of fiscal 2014's Pre-Bonus Net Income ("Applicable Percentage Amount") was added as a Base Amount to which dollars could be added or subtracted based upon the growth or reduction, respectively, in the Company's Pre-Bonus Net Income over the Base Year Amount (defined as the rolling average of the immediately preceding three fiscal years, with each year receiving equal weighting); and (ii) a percentage of the growth or reduction in Pre-Bonus Net Income (the “Pre-Bonus Net Income Factor”) over or under the Base Year Amount would be added to or subtracted from the Base Amount accordingly. Bonus Pool Awards pursuant to the 2014 Incentive Plan were in addition to base salaries. The Bonus Pool, computed in accordance with the 2014 Management Incentive Plan, was $3,089,423, which was allocated among the executive officers as disclosed in the Summary Compensation Table on page 17.

Management of the Company had identified Pre-Bonus Net Income as a key indicator of Company performance, and the Compensation Committee determined that growth in this metric would likely translate to an increase in the share price of the Company’s stock, thereby aligning management’s focus with that of the Company’s stockholders.

Non-Vested Stock

Non-Vested Stock is currently the only long-term compensation component of the Company’s executive compensation program. Beginning in 2005, for a variety of market and competitive reasons, the Compensation Committee started limiting the use of stock options as long-term incentive compensation and instead began making grants of Non-Vested Stock. The Compensation Committee believes that the use of Non-Vested Stock brings a greater degree of predictability and stability to the long-term incentive component of the management compensation program and more closely aligns the interests of management with those of stockholders.


12



The Compensation Committee determines the number of shares of Non-Vested Stock to be granted to the President. The Compensation Committee also determines the number of shares of Non-Vested Stock to be granted to the other executive officers after consultation with the President. The objective is to align compensation with long-term stockholder return and create a compensation program that motivates management to focus both on immediate results and on creating sustainable, long-term value for the Company’s stockholders.

Each grant of Non-Vested Stock vests only upon achievement of performance goals and then in increments over a four-year period, commencing on the date the Compensation Committee certifies that the performance goals were achieved. The Compensation Committee believes that a four-year vesting period motivates management to adopt a longer term perspective on Company performance while simultaneously developing a strong retention incentive for executive officers.

The Committee believes the performance goals further align management’s compensation with long-term stockholder returns. The Company intends that performance-based Non-Vested Stock grants for executive officers comply with the requirements for qualifying performance-based compensation under Section 162(m) of the Internal Revenue Code.

Shares of Non-Vested Stock were granted pursuant to the Amended and Restated 2005 Restricted Stock Plan as of February 2, 2014 and vest according to the terms of the 2014 Management Incentive Plan. Those terms include a performance feature whereby one-half of the shares granted will vest over four years if the Company’s fiscal 2014 Pre-Bonus Net Income (as defined in the 2014 Management Incentive Plan) increases at least 2.0% over the prior three-year rolling average for Pre-bonus Net Income, the next 25% of the shares granted will vest over four years if the Company’s fiscal 2014 Pre-Bonus Net Income increases at least 3.0% over the prior three-year rolling average for Pre-Bonus Net Income, and the final 25% of the shares granted will vest over four years if the Company’s fiscal 2014 Pre-Bonus Net Income increases at least 5.0% over the prior three-year rolling average for Pre-Bonus Net Income. If the Company does not achieve greater than a 2.0% increase in Pre-Bonus Net Income over the prior three-year rolling average, 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 13.0% of Net Sales for the fiscal year and another 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 15.0% of Net Sales for the fiscal year. The remaining 50% of the shares granted will be forfeited if the Company does not achieve greater than a 2.0% increase in Pre-Bonus Net Income for the fiscal year. Shares granted, net of forfeitures, for fiscal 2014 are disclosed in the Grants of Plan-Based Awards table shown on page 18. The Company achieved both of the secondary performance goals set for fiscal 2014 (based on Net Income from Operations, as a percentage of Net Sales), thus 50% of the shares granted to executive officers and others on February 2, 2014 are eligible for vesting and the remaining 50% of the shares granted were forfeited as of March 23, 2015.

The Compensation Committee has considered the application of the Internal Revenue Code, which disallows a public company’s deduction for top executive’s compensation in excess of $1,000,000. The Committee intends that all of the compensation payable to its executive officers be deductible for income tax purposes.

Stock Options

There were no stock options granted in fiscal 2014 to any executive officer, employee, or director.

Employment Agreements

The Company has no employment agreements under which any employee, including the executive officers, is entitled to employment for any specific period of time. Each executive officer listed in the summary compensation table receives a salary plus a cash incentive, based on growth in key performance categories, and Non-Vested Stock, as provided for in the 2014 Management Incentive Plan. For fiscal 2014, the base salary for each executive officer was as follows:  Dennis H. Nelson - $999,000, Karen B. Rhoads - $375,000, Patricia K. Whisler - $398,000, Brett P. Milkie - $395,000, and Kari G. Smith - $410,000. For fiscal 2013 and 2012, bonus amounts were paid according to the 2013 Management Incentive Plan and the 2012 Management Incentive Plan, respectively. (See “Report of the Compensation Committee.”)

Bonuses are payable before April 15 of the year following the year to which they relate and are contingent upon the employee being employed by the Company on the last day of the fiscal year for which the bonus was earned. For purposes of computing bonuses for all executive officers identified in the Summary Compensation Table, "Profits" mean Pre-Bonus, Pre-Tax Net Income, which is defined as net income from operations, excluding administrative and store manager percentage bonuses.


13



Related Party Transactions

The total amount owed to the Company by the Hirschfeld Family Trust is $1,185,000 ($600,000 principal plus $585,000 of accrued interest). The loans are repayable with interest at the rate of 5% per annum and are represented by promissory notes dated July 27, 1994, July 14, 1995, and July 16, 1996, and are secured pursuant to, and in accordance with, the terms of a collateral assignment dated July 27, 1994, pursuant to which Jeffrey L. Orr, as Trustee, has assigned and conveyed to the Company, as security for the loan, all of the Trust’s right, title, and interest in a certain life insurance policy owned by the Trust and insuring the life of Daniel J. Hirschfeld. The 1996 loan completed the planned periodic premium payments due on the insurance policy, requiring no additional loans.

Dennis H. Nelson, President, Chief Executive Officer, and Director, is related to the following employees of the Company: son-in-law, Thomas B. Heacock, Vice President of Finance, Treasurer, and Corporate Controller and daughter, Carissa N. Crocker, Divisional Merchandise Manager of Men’s Denim and Casual Bottoms. Karen B. Rhoads, Senior Vice President of Finance, Chief Financial Officer, and Director, is related to the following employee of the Company: sister, Diane L. Applegate, Vice President of Supply Chain and Merchandising Operations. For fiscal 2014, these three individuals received aggregate cash compensation from the Company in the amount of $774,035.

Other Compensation

The Compensation Committee does not believe that perquisites and other compensation and benefits should play a major role in the overall executive compensation program. The Company’s executive officers are offered the opportunity to defer a portion of their annual base salary and annual performance bonus through a 401(k) plan that is generally available Company-wide and through a more restricted (i.e. participation is limited to the Company’s President and other executive officers) non-qualified deferred compensation program, both of which include Company matching contributions. The Compensation Committee views these deferral programs more as an individual retirement planning option for the employees and not as a long-term compensation program. The amount of Company matching contributions for each named executive officer is reported in a footnote to the Summary Compensation Table.

The Company provided limited personal use of the Company’s airplane to the President and Chief Executive Officer. The amount of this benefit is reported as a footnote to the Summary Compensation Table.

Potential Payments Upon Change in Control

The “Restricted Stock Agreement” pursuant to which Non-Vested Stock is granted under the Company’s Amended and Restated 2005 Restricted Stock Plan contains provisions providing for the immediate vesting of all non-vested shares, for which performance goals have been achieved and certified, upon the occurrence of a Change in Control or in the event employment with the Company is terminated by Company for other than Good Cause or if the employee terminates his or her employment for Good Reason.

Generally a Change in Control is deemed to occur upon:

Any acquisition (other than by an employee benefit plan sponsored or maintained by the Company, or by Daniel Hirschfeld, or any member of his family) of 25% or more of the then outstanding voting securities of the Company, or 25% or more of the total value of all equity securities, if, at the time of such acquisition, Daniel Hirschfeld, members of his family, and his affiliates own less than 50% of the outstanding voting securities of the Company or less than 50% of the total value of all equity securities of the Company;
If individuals who, as of the effective date of each Plan, constitute the Board of Directors of the Company, and subsequently elected members of the Board whose election is approved or recommended by at least a majority of the current members or their successors, cease for any reason to constitute at least a majority of the Board of Directors; or
Approval by the stockholders of the Company of a merger, reorganization, or consolidation with respect to which the individuals and entities who were the respective beneficial owners of the Common Stock of the Company immediately before the merger, reorganization, or consolidation, do not, after such merger, reorganization, or consolidation, beneficially own, directly or indirectly, more than 60% of respectively, the then outstanding Common Shares and the combined voting power other than outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such merger, reorganization, or consolidation, or approval by the stockholders of a liquidation or dissolution of the Company, or the sale or other disposition of all or substantially all of the assets of the Company.


14



Generally, pursuant to the Restricted Stock Agreement, “Good Cause” includes:

dishonesty, intentional breach of fiduciary obligation, or intentional wrongdoing or malfeasance;
conviction of a criminal violation involving fraud or dishonesty; or
material breach of the terms of any agreement between the employee and the Company.

Generally, pursuant to the Restricted Stock Agreement, “Good Reason” is deemed to exist when there is a:

significant reduction in the scope of the employee’s authority;
reduction in the employee's rate of base pay;
the Company changes the principal location in which employee is required to perform services; or
the Company terminates or amends any incentive plan or retirement plan that, when considered in the aggregate with any substitute plan or plans, the incentive plans and retirement plans fail to provide employee with the level of benefits equivalent to at least 90% of the value of the level of benefits provided in the aggregate by the plans existing at the date of the Change in Control.

If a Change in Control were to take place as of January 31, 2015, or if the executives were to be terminated without Good Cause or resigned for Good Reason at such date, the estimated benefits that would be provided are as follows:

Name
 
Maximum Value of
Accelerated Vesting of
Stock Options
 
Maximum Value of
Accelerated Vesting of
Non-Vested Shares
 
Total
 
 
 
 
 
 
 
Dennis H. Nelson
 

 
3,707,670

 
3,707,670

Karen B. Rhoads
 

 
609,480

 
609,480

Patricia K. Whisler
 

 
609,480

 
609,480

Brett P. Milkie
 

 
609,480

 
609,480

Kari G. Smith
 

 
634,875

 
634,875


Executive Compensation for Fiscal 2015

For fiscal 2015, the Compensation Program for all executive officers will include all of the elements set forth above under the caption "Elements of Executive Compensation" which described the fiscal 2014 Compensation Program. Information concerning specific elements for fiscal 2015 are as follows:

Salaries for Fiscal 2015

Base salaries for fiscal 2015 for the executive officers included in the Summary Compensation Table are as follows:

 
Name
 
Base Salary
 
 
 
Dennis H. Nelson
 
999,996

Karen B. Rhoads
 
387,000

Patricia K. Whisler
 
411,000

Brett P. Milkie
 
408,000

Kari G. Smith
 
424,000


Cash Awards under the 2015 Management Incentive Plan

Cash awards are proposed to be paid in accordance with the 2015 Management Incentive Plan, which Plan is subject to the approving vote of the stockholders at the Annual Meeting. Reference is made to Proposal 3 and Exhibit A for a full description of the 2015 Management Incentive Plan.


15



Non-Vested Stock

Non-Vested Stock was granted by the Compensation Committee in accordance with the Amended and Restated 2005 Restricted Stock Plan, which Plan was approved by stockholders at the Annual Meeting of Stockholders of the Company held on May 31, 2013. The Amended and Restated 2005 Restricted Stock Plan permits the Company, acting by the Compensation Committee, to grant performance awards that qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code. The Amended and Restated 2005 Restricted Stock Plan grants the Compensation Committee the authority to determine and select the Performance Criteria and the applicable Performance Period, and to establish Performance Goals, without further stockholder approval, so long as the Performance Criteria, Performance Period, and Performance Goals are consistent with the Amended and Restated 2005 Restricted Stock Plan as approved by the stockholders. In the past, grants of Non-Vested Stock and the Performance Goal were included as a part of the Management Incentive Plan, and stockholders were requested to approve both parts of the Incentive Plan, i.e. the Incentive Cash Bonus and the grant of Non-Vested Stock, including approval of the Performance Goals.

As of February 1, 2015, the Compensation Committee granted shares of Non-Vested Stock pursuant to the Amended and Restated 2005 Restricted Stock Plan to the executive officers as follows:

Name
 
Number of Non-Vested Shares
 
 
 
Dennis H. Nelson
 
94,000

Karen B. Rhoads
 
15,000

Patricia K. Whisler
 
15,000

Brett P. Milkie
 
15,000

Kari G. Smith
 
16,000


Shares awarded under the Amended and Restated 2005 Restricted Stock Plan will vest according to performance objectives whereby one-half of the shares granted will vest over four years if the Company’s fiscal 2015 Pre-Bonus Net Income (as defined in the 2015 Management Incentive Plan) increases at least 2.0% over the prior three-year rolling average for Pre-bonus Net Income, the next 25% of the shares granted will vest over four years if the Company’s fiscal 2015 Pre-Bonus Net Income increases at least 3.0% over the prior three-year rolling average for Pre-Bonus Net Income, and the final 25% of the shares granted will vest over four years if the Company’s fiscal 2015 Pre-Bonus Net Income increases at least 5.0% over the prior three-year rolling average for Pre-Bonus Net Income. If the Company does not achieve greater than a 2.0% increase in Pre-Bonus Net Income over the prior three-year rolling average, 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 13.0% of Net Sales for the fiscal year and another 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 15.0% of Net Sales for the fiscal year. The remaining 50% of the shares granted will be forfeited if the Company does not achieve greater than a 2.0% increase in Pre-Bonus Net Income for the fiscal year. Upon the Compensation Committee’s certification of the achievement of the performance results, 20% of the Non-Vested Stock Shares would vest immediately, with 20% vesting on January 28, 2017, 30% on February 3, 2018, and 30% in February 2, 2019. The participant must remain in the employ of the Company on the vesting date in order to become vested in the shares.


16



EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation

The following table summarizes the total compensation paid or accrued by the Company to or on behalf of the Company's Chief Executive Officer, Chief Financial Officer, and each of the three next most highly compensated executive officers of the Company for the fiscal year ended January 31, 2015:

SUMMARY COMPENSATION TABLE 

Name and
 
 
 
Salary
 
Bonus
 
Stock
Awards
 
Option
Awards
 
Equity
Incentive
Plan
Compensation
 
Change in
Pension
Value and
Non-
qualified
Deferred
Compensation
Earnings
 
All Other
Compensation
 
Total
Principal Position
 
Year
 
($)
 
($) (2)
 
($) (3)
 
($)
 
($)
 
($)
 
($) (1)
 
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dennis H. Nelson
 
2014
 
999,000

 
1,349,093

 
2,038,720

 

 

 

 
159,124

 
4,545,937

President
 
2013
 
988,800

 
1,634,576

 

 

 

 

 
229,057

 
2,852,433

and CEO
 
2012
 
960,000

 
3,401,728

 
3,901,500

 

 

 

 
273,502

 
8,536,730

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Karen B. Rhoads
 
2014
 
375,000

 
269,819

 
332,400

 

 

 

 
26,685

 
1,003,904

Senior Vice President
 
2013
 
345,000

 
326,915

 

 

 

 

 
35,275

 
707,190

of Finance and CFO
 
2012
 
320,000

 
680,346

 
650,250

 

 

 

 
43,089

 
1,693,685

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Patricia K. Whisler
 
2014
 
398,000

 
269,819

 
332,400

 

 

 

 
27,326

 
1,027,545

Senior Vice President of
 
2013
 
374,000

 
326,915

 

 

 

 

 
36,100

 
737,015

Women’s Merchandising
 
2012
 
362,000

 
680,346

 
650,250

 

 

 

 
44,137

 
1,736,733

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brett P. Milkie
 
2014
 
395,000

 
269,819

 
332,400

 

 

 

 
27,242

 
1,024,461

Senior Vice President
 
2013
 
372,000

 
326,915

 

 

 

 

 
36,046

 
734,961

of Leasing
 
2012
 
360,000

 
680,346

 
650,250

 

 

 

 
44,081

 
1,734,677

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kari G. Smith
 
2014
 
410,000

 
286,682

 
354,560

 

 

 

 
27,614

 
1,078,856

Executive Vice President
 
2013
 
374,000

 
326,915

 

 

 

 

 
36,111

 
737,026

of Stores
 
2012
 
362,000

 
680,346

 
650,250

 

 

 

 
43,390

 
1,735,986

 
(1)
Fiscal 2014 amounts include the Company's matching contribution into the 401(k) profit sharing plan for the plan year ended December 31, 2014, net of match forfeitures resulting from ACP testing. The Company matched 50% of the employees' deferrals not exceeding 6% of gross earnings and subject to dollar limits per Internal Revenue Code regulations. These amounts also include the Company’s matching contribution into The Buckle, Inc. Non-Qualified Deferred Compensation Plan, covering the executive officers for the plan year ended December 31, 2014. The Company matched 45% of each officer’s deferrals, except for the President whose match was 60% of deferrals, not exceeding 6% of gross earnings. For fiscal 2014, Other Compensation for Dennis H. Nelson also includes $56,461 of value added to earnings for personal usage of the Company’s airplanes.
(2)
The executive officers’ bonuses for fiscal 2014 were calculated based upon the Company’s 2014 Management Incentive Plan, as approved at the 2014 Annual Meeting of Stockholders. (See “Report of the Compensation Committee.”)
(3)
Reflects the grant date fair value of performance-based shares for which the performance goals were achieved. Such value is computed in accordance with FASB ASC 718, Compensation-Stock Compensation, see Note J in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K. For fiscal 2014, the Company achieved both of the secondary performance goals, resulting in the eligibility for vesting for 50% of the shares of Non-Vested Stock granted for fiscal 2014 and the forfeiture of the remaining 50% of the fiscal 2014 grants, according to the terms of the Plan.

17



GRANTS OF PLAN-BASED AWARDS

The following table sets forth, as to our named executive officers, information concerning Non-Vested Stock granted during the fiscal year ended January 31, 2015, net of shares forfeited due to the Company not achieving all of the performance goals required for the full vesting of the shares granted February 2, 2014:
 
 
 
 
 
Estimated Future Payments
Under Non-Equity Incentive
Plan Awards
 
Estimated Future Payments
Under Equity Incentive Plan
Awards
 
All Other
Stock
Awards;
Number of Shares of
Stock or
 
All Other
Option
Awards;
Number of Securities Underlying
 
Exercise
or Base
Price of
Option
 
 
Grant
 
Threshold
 
Target
 
Maximum
 
Threshold
 
Target
 
Maximum
 
Units
 
Options
 
Awards
Name
 
Date
 
($)
 
($)
 
($)
 
($)
 
($)
 
($)
 
(#)
 
(#)
 
($/SH)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dennis H. Nelson
 
2/2/2014
 

 

 

 

 

 

 
46,000

 

 
N/A
Karen B. Rhoads
 
2/2/2014
 

 

 

 

 

 

 
7,500

 

 
N/A
Patricia K. Whisler
 
2/2/2014
 

 

 

 

 

 

 
7,500

 

 
N/A
Brett P. Milkie
 
2/2/2014
 

 

 

 

 

 

 
7,500

 

 
N/A
Kari G. Smith
 
2/2/2014
 

 

 

 

 

 

 
8,000

 

 
N/A
 
For fiscal 2014, the Company achieved both of the secondary performance goals, resulting in the eligibility for vesting for 50% of the shares of Non-Vested Stock granted for fiscal 2014 and the forfeiture of the remaining 50% of the fiscal 2014 grants, according to the terms of the Plan.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth outstanding stock option awards classified as exercisable or unexercisable for each of the Company’s named executive officers as of January 31, 2015 and the number of shares of Non-Vested Stock that have not vested as of January 31, 2015 and the market value of those shares as of that date:
 
 
 
Option Award
 
Stock Awards
Name
 
Number of Securities Underlying Unexercised Options (#) Exercisable
 
Number of Securities Underlying Unexercised Options (#) Unexercisable
 
Equity
Incentive
Plans
Awards;
Number of Securities Underlying Unexercised Unearned
Options (#)
 
Option
Exercise
Price ($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
 
Equity
Incentive
Plan
Awards;
Number of Unearned
Shares,
Units, or
Other
Rights That
Have Not
Vested (#)
 
Equity
Incentive
Plan
Awards;
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights That
Have Not
Vested (#)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dennis H. Nelson
 

 

 

 
N/A
 
N/A
 
73,000

 
3,707,670

 

 

Karen B. Rhoads
 

 

 

 
N/A
 
N/A
 
12,000

 
609,480

 

 

Patricia K. Whisler
 

 

 

 
N/A
 
N/A
 
12,000

 
609,480

 

 

Brett P. Milkie
 

 

 

 
N/A
 
N/A
 
12,000

 
609,480

 

 

Kari G. Smith
 

 

 

 
N/A
 
N/A
 
12,500

 
634,875

 

 

 
There have been no stock options granted to executive officers since fiscal 2004, and, as of January 31, 2015, all stock options granted to the named executive officers were vested and fully exercised, resulting in no reported exercisable or unexercisable options in the above chart. The shares of Non-Vested Stock vest over a 4 year period with 20% vesting upon certification of achievement of performance goals and 20% vesting at the following fiscal year-end, followed by 30% vesting at each of the next two fiscal year-ends. For fiscal 2014, the Company achieved both of the secondary performance goals, resulting in the eligibility for vesting for 50% of the shares of Non-Vested Stock granted for fiscal 2014 and the forfeiture of the remaining 50% of the fiscal 2014 grants, according to the terms of the Plan.

18



OPTION EXERCISES AND STOCK VESTED

The following table sets forth stock options exercised and Non-Vested Stock acquired on vesting, for each of the Company’s named executive officers, during the fiscal year ended January 31, 2015, and the value realized upon exercise and vesting of the options and shares, respectively:

 
 
Option Awards
 
Stock Awards
 
 
Number of Shares
Acquired on Exercise
 
Value Realized on
Exercise
 
Number of Shares
Acquired on Vesting
 
Value Realized on
Vesting
Name
 
(#)
 
($)
 
(#)
 
($)
 
 
 
 
 
 
 
 
 
Dennis H. Nelson
 

 

 
54,000

 
2,742,660

Karen B. Rhoads
 

 

 
9,000

 
457,110

Patricia K. Whisler
 

 

 
9,000

 
457,110

Brett P. Milkie
 

 

 
9,000

 
457,110

Kari G. Smith
 

 

 
9,000

 
457,110


NON-QUALIFIED DEFERRED COMPENSATION

The following table sets forth earnings, distributions, and balances for each of the named executive officers under the Company’s non-qualified deferred compensation plan for the fiscal year ended January 31, 2015:

 
 
Executive
Contributions
Last FY
 
Registrant
Contributions
Last FY
 
Aggregate
Earnings in
Last FY
 
Aggregate
Withdrawals/
Distributions
 
Aggregate
Balance at
Last FYE
Name
 
($) (1)
 
($) (1) (2)
 
($) (3)
 
($)
 
($)
 
 
 
 
 
 
 
 
 
 
 
Dennis H. Nelson
 
158,153

 
94,863

 
287

 

 
5,051,040

Karen B. Rhoads
 
42,105

 
18,885

 
83,510

 

 
1,083,541

Patricia K. Whisler
 
67,390

 
19,526

 
117,623

 

 
1,455,276

Brett P. Milkie
 
86,622

 
19,442

 
145,103

 

 
2,171,705

Kari G. Smith
 
44,198

 
19,814

 
86,227

 

 
1,091,177

 
(1)
Amounts have been reported as compensation in the Summary Compensation Table.
(2)
Consists of amounts earned for the plan year ended December 31, 2014, but not credited to the participant’s account until paid in fiscal 2015.
(3)
Amounts not included in the Summary Compensation Table, as they do not represent above-market or preferential earnings on compensation.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management of the Company the Compensation Discussion and Analysis which appears in this proxy statement under the captions “Compensation Discussion and Analysis” and “Executive Compensation and Other Information” and is required by Item 402(b) of SEC Regulation S-K.

Based upon such review and discussions, we recommended to the Board that such Compensation Discussion and Analysis be included in this proxy statement.
 
John P. Peetz, III, Chairman 
Robert E. Campbell 
Bill L. Fairfield
Bruce L. Hoberman
Michael E. Huss
James E. Shada


19



Proposal 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For the years ended January 31, 2015 and February 1, 2014, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates. Subject to stockholder ratification, the Audit Committee has re-appointed the firm of Deloitte & Touche LLP, an independent registered public accounting firm, as independent registered public accountants to audit the financial statements of the Company for the fiscal year ended January 30, 2016. Deloitte & Touche LLP has served as the independent auditors of the Company since December 1990.

Aggregate fees billed to the Company for services rendered were $509,450 and $551,350 for the years ended January 31, 2015 and February 1, 2014, respectively, and were composed of the following:

Audit Fees
The aggregate fees and expenses billed for the audit of the Company’s annual financial statements for the fiscal years ended January 31, 2015 and February 1, 2014, for services related to the audit of the company’s internal control over financial reporting, and for the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q for the fiscal years were $431,000 and $394,000, respectively.

Audit-Related Fees
The aggregate fees billed for audit-related services for the fiscal years ended January 31, 2015 and February 1, 2014 were $22,000 and $22,700, respectively. These fees relate to the audit of the Company’s 401(k) Plan for the plan years ended December 31, 2014 and 2013, as well as services provided in connection with certain SEC filings for fiscal 2014 and fiscal 2013.

Tax Fees
The aggregate fees billed for tax services for the fiscal years ended January 31, 2015 and February 1, 2014 were $56,450 and $134,650, respectively. These fees relate to services provided for the preparation of state and federal income tax returns in fiscal 2014 and 2013. For fiscal 2014 and fiscal 2013, the fees also included services related to amending of certain federal and state income tax returns.

All Other Fees
The aggregate fees for services not included above were $0 for the fiscal years ended both January 31, 2015 and February 1, 2014.

One or more representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Approval of this proposal requires a favorable vote of the holders of a majority of the votes cast by all holders of the outstanding shares of Common Stock voting together as a single class at the meeting. Therefore, an abstention will not have the effect of a vote for or against the proposal and will not be counted in determining the number of votes required for approval, but will be counted in determining the presence of a quorum.

WITH RESPECT TO PROPOSAL 2, THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


20



Proposal 3

PROPOSAL TO APPROVE THE COMPANY’S 2015 MANAGEMENT INCENTIVE PLAN

The Board of Directors believes that the continued success of the Company depends on its ability to attract, retain, and motivate key employees. Accordingly, the Compensation Committee of the Board of Directors has reviewed the Company’s executive incentive compensation program and recommends that the Company’s stockholders approve the 2015 Management Incentive Plan (the “2015 Incentive Plan”). In order for payment of certain incentive awards to be deductible under the current Internal Revenue Code (the “Code’), such awards must be paid under a plan like the 2015 Incentive Plan, which has been approved by the stockholders. The 2015 Incentive Plan is set forth in Exhibit “A” to this proxy statement.

The following discussion is qualified in its entirety by reference to the text of the 2015 Incentive Plan.

Background

The 2015 Incentive Plan is modeled after the 2014 Management Incentive Plan approved by the stockholders of the Company at the Annual Meeting held in 2014 (the “2014 Incentive Plan”). The 2015 Incentive Plan is a one-year plan designed to motivate the Company’s key employees to improve stockholder value by linking a portion of their compensation to the Company’s financial performance. The 2014 Incentive Plan was also a one-year plan designed to motivate the Company’s key employees to improve stockholder value by linking a portion of their compensation to the Company’s financial performance.

The goals of the Compensation Committee with regard to cash compensation are:

to establish base salaries at a competitive level; and
to establish a cash bonus program that rewards exceptional performance.

Description of the Incentive Plan

The 2015 Incentive Plan is administered by the Compensation Committee of the Board of Directors. The Compensation Committee must be comprised solely of Directors who are “Directors” as defined in Section 162(m) of the Code.

The Committee’s powers include authority, within the limitations set forth in the 2015 Incentive Plan, to:

select the persons to be granted Cash Awards;
determine the time when Cash Awards will be granted;
determine whether objectives and conditions for earning Cash Awards have been met; and
determine whether payment of Cash Awards will be made at the end of an award period or deferred.

Any employee of the Company whose performance the Compensation Committee determines can have a significant effect on the success of the Company - designated a Key Employee by the Plan - will be granted annual incentive Cash Awards under the 2015 Incentive Plan. Because the number of Key Employees may change over time and because the selection of participants is discretionary, it is impossible to determine the number of persons who will be eligible for awards under the 2015 Incentive Plan during its term. However, it is anticipated that eleven persons will receive Cash Awards for fiscal 2015 under the 2015 Incentive Plan.

The 2015 Incentive Plan includes the creation of a Bonus Pool as a cash incentive for executives. This Bonus Pool will be calculated utilizing Pre-Bonus Net Income as the key performance metric. Dollars will be added to the Bonus Pool in two methods: (i) 1.1% of fiscal 2015's Pre-Bonus Net Income ("Applicable Percentage Amount") will be added as a Base Amount to which dollars will be added or subtracted based upon the growth or reduction, respectively, in the Company's Pre-Bonus Net Income over the Base Year Amount (defined as the rolling average of the immediately preceding three fiscal years, with each receiving equal weighting); and (ii) a percentage of the growth or reduction in Pre-Bonus Net Income (the “Pre-Bonus Net Income Factor”) over or under the Base Year Amount will be added to or subtracted from the Base Amount accordingly. Bonus Pool Awards pursuant to the 2015 Incentive Plan will be in addition to base salaries.

 

21



Cash Awards

Each participant in the 2015 Incentive Plan shall receive a Cash Award equal to 100% of the participant’s share of the Bonus Pool. The President’s share of the Bonus Pool is 40 points (approximately 40% of the allocated points) and the share of each other participant in the Bonus Pool shall be determined by the President prior to the first day of each plan year (or immediately upon adoption of the Plan).

No Cash Award payment for the year may be made to an executive until the Company’s Pre-Bonus Net Income for the year is certified by the Compensation Committee. A Participant shall not be entitled to receive payment of an Award unless such participant is still in the employ of the Company on the last day of the fiscal year for which the Cash Award is earned.

Amendments

The Committee may amend the 2015 Incentive Plan from time to time, provided that no amendment to the 2015 Incentive Plan shall be effective unless approved by the Company’s stockholders, to the extent that such stockholder approval is required under Section 162(m) of the Code with respect to awards which are intended to qualify under that Section.

New Plan Benefits

No Cash Awards have been granted under the 2015 Incentive Plan, and it is not determinable what Cash Awards will be received by any employee under the 2015 Incentive Plan. However, the following table provides information concerning the Cash Award that would have been received by each of the following persons and groups for the last completed fiscal year had the 2015 Incentive Plan been in effect:
 
Name
 
Cash Award
 
 
 
Dennis H. Nelson
 
1,349,093

Karen B. Rhoads
 
269,819

Patricia K. Whisler
 
269,819

Brett P. Milkie
 
269,819

Kari G. Smith
 
286,682

All Executive Officers (11 persons)
 
3,372,733

Non-Executive Officer Directors (0 persons)
 

 
Approval of this proposal requires a favorable vote of the holders of a majority of the votes cast by all holders of the outstanding shares of Common Stock voting together as a single class at the meeting. Therefore, an abstention will not have the effect of a vote for or against the proposal and will not be counted in determining the number of votes required for approval, but will be counted in determining the presence of a quorum.

WITH RESPECT TO PROPOSAL 3, THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR APPROVAL OF THE COMPANY’S 2015 MANAGEMENT INCENTIVE PLAN.


22



Proposal 4

PROPOSAL TO AMEND THE COMPANY'S 2008 DIRECTOR RESTRICTED STOCK PLAN

The Board of Directors of the Company has adopted, subject to stockholder approval, the following amendment to the 2008 Director Restricted Stock Plan (the "Director Plan"), that was first approved by Stockholders on May 28, 2008.

An increase in the number of shares of Common Stock authorized for issuance under the plan to 180,000 shares of Common Stock and an extension of the term of the plan for two additional years, covering grants made through fiscal 2020.

Description of the Director Plan

Under the Director Plan each non-employee Director (defined as a Director of the Company who is not an officer or employee of the Company or any Subsidiary) is annually granted non-vested shares of Common Stock of the Company. The Plan is essentially self-operative, that is, the timing, amounts, recipients, and other terms of individual grants of non-vested stock are determined by the provisions of the Plan itself and are not subject to the discretion of any individual or group of individuals. Two thousand two hundred fifty (2,250) shares of non-vested stock are granted to each non-employee Director on the first day of each fiscal year of the Company, commencing with the 2009 fiscal year. In addition, each non-employee Director is granted seven hundred fifty (750) non-vested shares on the date such Director is first elected to the Board of Directors of the Company. All non-vested shares vest 25% immediately, with an additional 25% being vested on each of the first three successive anniversaries of the date of the grant. In each case, vesting is subject to the holder remaining a Director of the Company on the vesting date (subject to early vesting in case of death, retirement, or disability).

A total of ninety thousand (90,000) shares of Common Stock were originally reserved for issuance under the Director Plan. This amount will be appropriately adjusted in the event of certain changes in the Company's capitalization or in a merger or similar corporate transaction. Shares subject to the Director Plan consist of authorized but unissued shares.

Shares that have not become vested are forfeited as of the date a holder ceases to serve as a Director for any reason other than the Director's death, disability, or retirement (as defined). If a Holder ceases to be a Director of the Company due to retirement on or after attaining the age of sixty-five (65) (or such earlier date as such Holder shall be required or permitted to retire under the Company’s retirement policy then in effect), all Shares of Restricted Stock which have been issued and outstanding for at least twelve (12) months as of the date of retirement shall be deemed to have vested in full as of the date of retirement. If a Holder ceases to be a Director due to disability (the existence of which disability shall be determined by the Board in the Board’s sole discretion, which determination shall be conclusive), all Shares of Restricted Stock shall be deemed to have vested in full as of the date of disability. If a Holder dies while a Director of the Company, the Shares of Restricted stock shall be deemed to have vested in full as of the date of death.

Non-vested shares are not transferrable.

The Plan became effective on the date of its adoption by the Board of Directors and will remain in effect for ten (10) years. The Board of Directors may amend or terminate the Director Plan. However, no such amendment or termination may (i) impair any non-vested share previously granted under the Plan without the agreement of the holder, (ii) effect a change in the formula for the amount of non-vested shares more than once every six months, other than to comport with changes in the Code, ERISA, or the rules thereunder, or (iii) without stockholder approval, amend the provisions of the Plan setting the terms of non-vested shares.

Reasons for Amendments

At the Annual Meeting of Stockholders held on May 28, 2008, stockholders approved the Director Plan, authorizing 90,000 shares of Common Stock to be available for grants. In order to fulfill grants for fiscal 2015 and future years (in accordance with the self-operative terms of the plan), it is necessary to increase the number of shares available for issuance. Effective February 1, 2015, the Board of Directors amended the plan to add the 1,876 shares necessary to administer the plan and fulfill the 13,500 shares scheduled to be granted effective as of that date. The Board of Directors is now seeking shareholder approval to increase the total shares of common Stock authorized under the Director Plan to 180,000 shares and to extend the term of the plan for two additional years, to cover grants made through fiscal 2020.

23



Stockholder Action

The Board of Directors believes that the amendment to the Director Plan is appropriate and consistent with the Company’s objectives of attracting and retaining Directors of outstanding competence and aligning their interests with those of the stockholders of the Company. Accordingly, the Board believes that approval of the amendment to the Director Plan is in the best interest of the Company and its stockholders.

Approval of this Proposal requires a favorable vote of the holders of a majority of the votes cast by all holders of the outstanding shares of Common Stock voting together as a single class at the meeting. Therefore, an abstention will not have the effect of a vote for or against the Proposal and will not be counted in determining the number of votes required for approval, but will be counted in determining the presence of a quorum.

WITH RESPECT TO PROPOSAL 4, THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2008 DIRECTOR RESTRICTED STOCK PLAN.




24



REPORT OF THE AUDIT COMMITTEE

The Audit Committee consists of six members of the Board, each of whom is independent of the Company and its management, as defined by the New York Stock Exchange listing standards.

The Company’s Board of Directors has adopted a charter for the Audit Committee that specifies the scope of the Audit Committee’s responsibilities and how it carries out those responsibilities. A copy of the Audit Committee Charter is also available free of charge on the Company’s website, www.buckle.com, or upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE  68848.

The Audit Committee has reviewed and discussed the Company’s January 31, 2015 audited financial statements with management and with Deloitte & Touche LLP, the Company’s independent registered public accounting firm. The Audit Committee also has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA Professional Standards Vol. 1 AU Section 380, Communication with Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3200-T.

The Audit Committee also has received from Deloitte & Touche LLP the written disclosures and the letter required by the PCAOB Ethics and Independence Rule 3526 (communicating with Audit Committees concerning independence) and has discussed with Deloitte & Touche LLP their independence from the Company. The audit committee also has considered whether the provision of non-audit services to the Company is compatible with the independence of Deloitte & Touche LLP.

Based on the review and discussion referred to above, the Audit Committee recommended to the Board that the January 31, 2015 audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2015 to be filed with the Securities and Exchange Commission.

This report was submitted by the Audit Committee of the Board, which during the fiscal year ended January 31, 2015 was comprised of:
 
Bill L. Fairfield, Chairman
Robert E. Campbell 
Bruce L. Hoberman
Michael E. Huss
John P. Peetz, III 
James E. Shada
 
OTHER MATTERS

The Board of Directors knows of no other matters to be brought before this Annual Meeting. However, if other matters should come before the meeting, it is the intention of each person named in the proxy to vote such proxy in accordance with his judgment on such matters, discretionary authority to so do being included in each proxy.

PROPOSALS FOR 2016 ANNUAL MEETING

Although the date for the Annual Stockholders' meeting to be held in 2016 has not been set, the rules adopted by the Securities and Exchange Commission require that this statement disclose the date by which stockholders’ proposals must be received by the Company in order to be included in next year's proxy statement. According to those rules, a stockholder's proposal should be received by the Company at its office in Kearney, Nebraska on or before December 19, 2015.

By Order of the Board of Directors
Kyle L. Hanson, Secretary

April 17, 2015



25



EXHIBIT A

THE BUCKLE, INC.
2015 MANAGEMENT INCENTIVE PLAN

1.
PURPOSES

The purpose of The Buckle, Inc. 2015 Management Incentive Plan is to reward the Company’s Executive Officers for increasing stockholder value by creating a bonus program that assures (on average) that increases in executive compensation will mirror increases in stockholder value.

2.
DEFINITIONS

A.
“Applicable Percentage Amount” means 1.10% of the current fiscal year Pre-Bonus Net Income.

B.
“Base Year Amount” means the rolling average for the immediately preceding three (3) fiscal years with regard to Pre-Bonus Net Income; for purposes of computing the rolling average each year shall be weighted equally.

C.
“Bonus Pool” means the amount calculated each Plan Year comprised of the total of the Applicable Percentage Amount plus the amount determined by multiplying the Increase (Decrease) in Pre-Bonus Net Income over the Base Year Amount by the current Plan Year Pre-Bonus Net Income Factor (based on the Increase (Decrease) in Pre-Bonus Net Income over the Base Year Amount).

D.
“Cash Award” or "Award" means any cash incentive payment made under the Plan.

E.
“Code” means the Internal Revenue Code of 1986, as amended.

F.
“Committee” means the Compensation Committee of The Buckle, Inc.’s Board of Directors, or such other committee designated by that Board of Directors. The Committee shall be comprised solely of Directors who are “Directors” as defined in Section 162(m) of the Code.

G.
“Company” means The Buckle, Inc. and its subsidiary.

H.
"Decrease" means the amount by which the Company’s Pre-Bonus Net Income in the current Plan Year is less than the Base Year Amount for Pre-Bonus Net Income.

I.
“Executive Officers” means the officers of the Company designated as executive officers in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission.

J.
“GAAP” means generally accepted accounting principles consistently applied.

K.
“Increase” means the amount by which the Company’s Pre-Bonus Net Income in the current Plan Year exceeds the Base Year Amount for Pre-Bonus Net Income.

L.
“Participant” means any individual to whom an Award is granted under the Plan.

M.
“Plan” means this Plan, which shall be known as The Buckle, Inc. 2015 Management Incentive Plan.

N.
“Plan Year” means a fiscal year of the Company.

O.
“Pre-Bonus Net Income” means Pre-Bonus, Pre-Tax Net Income, which means the Company’s net income from operations after the deduction of all expenses, excluding  (i) administrative and store manager percentage bonuses; (ii) book accruals for all Restricted Stock Compensation expense; and (iii) income taxes. In addition, “Pre-Bonus, Pre-Tax Net Income” shall exclude the full effect of any unusual, non-recurring or infrequent item of expense, including, but not limited to, an impairment charge, a restructuring charge, a change to generally accepted accounting principles, a regulatory change, a fine, a judgment, or related litigation costs, if any such unusual, non-recurring, and infrequent item exceeds $1,000,000.



26



P.
“Pre-Bonus Net Income Factor” means the factor set forth below with respect to the Increase (Decrease) in Pre-Bonus Net Income over the Base Year Amount, with each percentage being applied incrementally to dollars of growth or reduction in Pre-Bonus Net Income in the current Plan year as compared to the Base Year Amount.
 
Increase (Decrease) in Pre-Bonus Net Income
 
Pre-Bonus Net Income Factor
 
 
 
< (5.0)%
 
(2.5)%
> (5)% to 0
 
(2.0)%
> 0% to 5.0%
 
20.00%
> 5.0% to 10.0%
 
17.5%
> 10.0% to 15.0%
 
15.0%
> 15.0% to 20.0%
 
12.5%
> 20.0% to 25.0%
 
10.0%
> 25.0% to 30.0%
 
7.5%
> 30.0% to 35.0%
 
5.0%
> 35.0% to 40.0%
 
4.0%
> 40%
 
3.0%

3.
ADMINISTRATION

A.
The Plan shall be administered by the Committee. The Committee shall have the authority to:

(i)
interpret and determine all questions of policy and expediency pertaining to the Plan;

(ii)
adopt such rules, regulations, agreements, and instruments as it deems necessary for its proper administration;
 
(iii)
grant waivers of Plan or Award conditions (other than Awards intended to qualify under Section 162(m) of the Code);

(iv)
accelerate the payment of Awards (but with respect to Awards intended to qualify under Section 162(m) of the Code, only as permitted under that section);

(v)
correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any Award notice;

(vi)
take any and all actions it deems necessary or advisable for the proper administration of the Plan;

(vii)
adopt such Plan procedures, regulations, sub-plans, and the like as it deems are necessary to enable Executive Officers to receive Awards; and

(viii)
amend the Plan at any time and from time to time, provided however than no amendment to the Plan shall be effective unless approved by the Company’s stockholders, to the extent such stockholder approval is required under Section 162(m) of the Code with respect to Awards which are intended to qualify under that section.

4.
ELIGIBILITY

All Executive Officers are eligible to become a Participant in the Plan.



27



5.
CASH AWARDS

A.
Each Participant in the Plan shall receive a Cash Award calculated to be equal to 100% of the Participant’s share of the Bonus Pool. The President’s share of the Bonus Pool shall be 40 points (approximately 40% of the allocated points) and the share of each other Participant in the Bonus Pool shall be determined by the President prior to the first day of each Plan Year.

B.
No payment of a Cash Award for the year may be made to an Executive Officer until the Company’s Pre-Bonus Net Income for the year is certified by the Committee. A Participant shall not be entitled to receive payment of an Award unless such Participant is still in the employ of the Company on the last day of the fiscal year for which the Cash Award is earned.

C.
The Company shall withhold all applicable federal, state, local, and foreign taxes required by law to be paid or withheld relating to the receipt or payment of any Cash Award.

6.
GENERAL

A.
Any rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. No Participant may create a lien on any funds or rights to which he or she may have an interest under the Plan, or which is held by the Company for the account of the Participant under the Plan.

B.
Participation in the Plan shall not give any Key Employee any right to remain in the employ of the Company. Further, the adoption of the Plan shall not be deemed to give any Executive Officer or other individual the right to be selected as a Participant or to be granted an Award.

C.
To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater that the rights of an unsecured creditor of the Company.

D.
The Plan shall be governed by and construed in accordance with the laws of the State of Nebraska.



28



 
  
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS
 
 
 
 
KEEP THIS PORTION FOR YOUR RECORDS
 
DETACH AND RETURN THIS PORTION ONLY
 
 
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
For
All
 
Withhold
All
 
For All
Except
 
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
 
 
 
The Board of Directors recommends you vote FOR the following:
Â
 
Â
 
Â
 
 
 
 
 
 
 
 
 
 
 
 
 1.
Election of directors
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nominees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
01 D. Hirschfeld
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
02 D. Nelson
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
03 K. Rhoads
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
04 J. Shada
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
05 R. Campbell
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
06 B. Fairfield
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
07 B. Hoberman
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
08 J. Peetz
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
09 M. Huss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Board of Directors recommends that you vote FOR proposals 2, 3 and 4.
 
 
 
For
 
Against
 
Abstain  
 
 
2.
Proposal to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending January 30, 2016.
 
 
 
Â
 
Â
 
Â
 
 
3.
Proposal to approve the Company's 2015 Management Incentive Plan.
 
 
 
Â
 
Â
 
Â
 
 
4.
Proposal to amend the Company's 2008 Director Restricted Stock Plan
 
 
 
Â
 
Â
 
Â
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTE: Such other business as may properly come before the meeting or any adjournments or postponements thereof.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Please sign exactly has your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
 
 
 
 
 
 
 
 
 
 
 
 
 
Signature [PLEASE SIGN WITHIN BOX]
 
Date
 
 
 
Signature (Joint Owners)
 
 
Date
 
 
 





 
  
 
  
 
  
 
  
 


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.
 
 
 
 
 
 
THE BUCKLE, INC.
2407 West 24th Street, Kearney Nebraska 68845
This proxy is solicited by the Board of Directors
 
The undersigned hereby appoints Daniel J. Hirschfeld and Dennis H. Nelson, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them, or either of them, to represent and to vote, as designated below, all the shares of common stock of The Buckle, Inc. held of record by the undersigned on March 26, 2015 at the annual meeting of the shareholders to be held on May 29, 2015, or any adjournment thereof. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
 
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED IN THE PROXY STATEMENT AND FOR PROPOSALS 2, 3 AND 4.
 
 
 
 
 
 
Continued and to be signed on reverse side






*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 29, 2015.
 
Meeting Information
Meeting Type:
Annual Meeting
 
 
For holders as of:
March 26, 2015
 
 
Date: May 29, 2015 Time: 10:00 AM CDT
 
Location:
Holiday Inn
 
 
 
110 2nd Avenue
 
 
 
Kearney, NE 68845
 
 
 
 
 
 
 
 
 
You are receiving this communication because you hold shares in the above named company.
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
 
 
 
 
 
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
 
 
 
 
See the reverse side of this notice to obtain proxy materials and voting instructions.




Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
 
1. Annual Report 2. Notice & Proxy Statement
 
How to View Online:
 
 
 
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
 
1) BY INTERNET:
www.proxyvote.com
 
 
2) BY TELEPHONE:
1-800-579-1639
 
 
3) BY E-MAIL*:
sendmaterial@proxyvote.com
 
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 17, 2015 to facilitate timely delivery.

How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.