BUCKLE INC (BKE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BUCKLE INC · Meeting: June 1, 2026
Directors FOR
10
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Nelson is the CEO and father-in-law of Thomas B. Heacock, who serves as CFO and fellow director; this close familial relationship to senior management is a governance concern under the policy, which calls for an against vote when a director has a familial relationship with senior management — the fact that the board does not designate Mr. Heacock as independent does not remove the concern about Mr. Nelson's proximity to a direct family member who also sits on the board; stock performance does not trigger a concern given BKE's strong 3-year outperformance of XLY.
Mr. Heacock is the son-in-law of Dennis H. Nelson, the President and CEO; the policy calls for an against vote for directors with familial relationships to top management, particularly the CEO, as such relationships undermine independent oversight; no overboarding, attendance, or TSR concerns apply.
For Analysis
Long-tenured founder and Chairman with deep company knowledge; BKE's 3-year price return of 113.2% outperforms the XLY sector ETF by 48.5 percentage points, well below the 65pp threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns.
Independent director with relevant executive leadership experience; BKE's 3-year stock return of 113.2% outperforms the XLY ETF by 48.5pp, far below the 65pp threshold required to trigger a TSR-based against vote; no overboarding or attendance concerns disclosed.
Long-tenured independent director with technology and CEO-level business experience; BKE's strong 3-year TSR outperformance of XLY (48.5pp gap vs. 65pp threshold) means no TSR trigger applies; no overboarding or attendance issues noted.
Independent director with retail and technology background; BKE's 3-year price return of 113.2% outperforms XLY by 48.5pp, well short of the 65pp threshold needed to trigger a TSR concern; no overboarding or attendance issues disclosed.
Independent director serving as Audit Committee Chair with CPA background and demonstrated financial expertise meeting SEC requirements; BKE's TSR outperformance of XLY does not meet the trigger threshold; no overboarding or attendance concerns.
Independent director who joined in December 2022 — just over 3 years ago — with relevant marketing and operations experience; BKE's 3-year outperformance of XLY (48.5pp gap vs. 65pp threshold) means no TSR trigger fires; no overboarding concerns.
Independent director with senior marketing and consumer industry experience at a large company; BKE's strong 3-year stock performance relative to XLY does not trigger any TSR concern; no overboarding or attendance issues noted.
Independent director serving as Compensation Committee Chair with extensive executive and legal experience; BKE's 3-year TSR outperforms XLY by 48.5pp, below the 65pp trigger threshold; no overboarding or attendance concerns disclosed.
Long-tenured independent director and former CFO with CPA credentials, providing strong financial oversight capability; BKE's strong TSR performance relative to XLY does not trigger any concern; no overboarding or attendance issues noted.
Independent director with deep company knowledge from prior executive role in sales operations; BKE's 3-year price return of 113.2% outperforms XLY by 48.5pp, well below the 65pp threshold required for a TSR-based against vote; no overboarding or attendance concerns.
The policy supports ten of twelve nominees. Two against votes are warranted: CEO Dennis H. Nelson and CFO/director Thomas B. Heacock, who are father-in-law and son-in-law respectively — a direct familial relationship between the two most senior executives and board members that raises governance concerns about independent oversight. BKE's 3-year price return of 113.2% outperforms the XLY sector ETF benchmark by 48.5 percentage points, which is below the 65pp threshold needed to trigger TSR-based against votes for any director; accordingly all other nominees pass the stock performance screen. The board discloses a skills matrix, has a financial expert on the audit committee, and all non-employee directors are NYSE-independent.
Say on Pay
✓ FORCEO
Dennis H. Nelson
Total Comp
$11,706,282
Prior Support
>80%%
CEO Dennis H. Nelson received total compensation of $11,706,282 for fiscal 2025, which includes a base salary of $1,300,000 and substantial performance-based incentive cash bonuses and restricted stock awards — the majority of his pay is variable and tied to measurable company metrics (Pre-Bonus Net Income targets), satisfying the policy's requirement that at least 50-60% of senior executive pay be performance-based. BKE's 3-year stock price return of 113.2% significantly outperforms the XLY consumer discretionary ETF by 48.5 percentage points, meaning the above-benchmark incentive pay is well-supported by actual shareholder outcomes and the pay-for-performance alignment check passes. The company has a clawback policy, stock ownership requirements, and prior say-on-pay votes have received more than 80% shareholder support, indicating no governance concerns that would warrant a negative vote.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
36 yrs
Audit Fees
$529,894
Non-Audit Fees
$39,395
Deloitte & Touche LLP has served as BKE's auditor since December 1990 — approximately 36 years — which exceeds the policy's 25-year tenure threshold that triggers an against vote; the proxy does not provide a specific and compelling rationale for continued engagement such as exceptional audit quality metrics or a disclosed multi-year rotation plan that would justify an exception; the non-audit fee ratio is only about 7% of audit fees (well below the 50% threshold), so there is no independence concern on that dimension, but the long tenure alone is sufficient to trigger the against vote.
Actual Vote Results
Meeting held June 1, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Hank M. Bounds | 99.5% | 44.4M | 228,815 | ✓ Elected |
| Dennis H. Nelson | 99.1% | 44.2M | 393,258 | ✓ Elected |
| Shruti S. Joshi | 98.9% | 44.1M | 506,794 | ✓ Elected |
| Daniel J. Hirschfeld | 98.7% | 44.0M | 602,737 | ✓ Elected |
| Thomas B. Heacock | 97.3% | 43.4M | 1.2M | ✓ Elected |
| Michael E. Huss | 96.0% | 42.8M | 1.8M | ✓ Elected |
| James E. Shada | 95.3% | 42.5M | 2.1M | ✓ Elected |
| John P. Peetz, III | 95.1% | 42.4M | 2.2M | ✓ Elected |
| Bruce L. Hoberman | 95.0% | 42.4M | 2.2M | ✓ Elected |
| Bill L. Fairfield | 94.9% | 42.3M | 2.3M | ✓ Elected |
| Angie J. Klein | 91.1% | 40.6M | 4.0M | ✓ Elected |
| Karen B. Rhoads | 69.8% | 31.1M | 13.5M | ✓ Elected |
Say on Pay
For 43.0M · Against 1.5M · Abstain 116,687
Auditor Ratification
For 47.1M · Against 367,662 · Abstain 89,358
Other Proposals
Proposal 4
Advisory vote on the frequency of future advisory votes on compensation of Named Executive Officers
Overall Assessment
The 2026 BKE annual meeting presents four proposals: director elections, auditor ratification, say-on-pay, and a say-on-frequency vote. The policy supports the say-on-pay proposal given BKE's strong 3-year stock outperformance of the XLY ETF and a well-structured performance-based compensation program, but votes against auditor ratification due to Deloitte's 36-year tenure exceeding the 25-year policy threshold, and votes against CEO Dennis Nelson and CFO/director Thomas Heacock in the director election due to their direct father-in-law/son-in-law relationship raising governance concerns about board independence at the senior management level.