BUCKLE INC (BKE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BUCKLE INC · Meeting: June 1, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Heacock is the son-in-law of CEO Dennis H. Nelson, which under our policy is a disqualifying familial relationship to senior management (specifically the CEO); this proximity raises independence concerns regardless of his professional qualifications, and the board designates him as a non-independent director consistent with this relationship.
For Analysis
Long-serving founder and Chairman with deep company knowledge; BKE's 3-year price return of 62.8% is strongly positive, and the underperformance threshold versus the S&P Retail Select Industry Index peer group (the proxy-disclosed benchmark) would need to exceed 65 percentage points to trigger a No vote, which is not the case here; no overboarding, attendance, or independence concerns.
President and CEO with over 50 years at the company; BKE's 3-year price return of 62.8% is strongly positive and does not trigger the TSR underperformance threshold versus the proxy-disclosed peer group (S&P Retail Select Industry Index); no overboarding or attendance concerns.
Independent director with relevant leadership experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Long-serving independent director with technology and executive leadership experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Independent director with retail and technology experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Independent director who serves as Audit Committee Chair and qualifies as an audit committee financial expert (former CPA and general counsel); BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Independent director with marketing and operational leadership experience who joined in December 2022 (less than 36 months ago); tenure overlap with any underperformance period is limited and she is a relatively recent addition; no overboarding or attendance concerns.
Independent director with consumer marketing expertise; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding, attendance, or independence concerns.
Independent director serving as Compensation Committee Chair with distribution and legal experience; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Long-serving independent director and former CFO with deep accounting and financial expertise; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Independent director and former Executive VP of Sales with deep knowledge of BKE's retail operations; BKE's strong 3-year return does not trigger the TSR underperformance threshold; no overboarding or attendance concerns.
Vote FOR all nominees except Thomas B. Heacock, who is the CEO's son-in-law — a disqualifying familial relationship to senior management under our policy. BKE's 3-year price return of 62.8% is strongly positive and does not trigger the TSR underperformance threshold for any director. All other nominees are independent, have appropriate experience, and the proxy discloses a board skills matrix. No overboarding or attendance issues were identified for any director.
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 significant performance-based incentive cash bonuses and restricted stock awards tied to measurable financial targets (Pre-Bonus Net Income and profit margin thresholds) that were actually achieved — keeping variable pay genuinely at risk and earned. BKE's 3-year stock price return of 62.8% reflects strong shareholder returns over the measurement period, meaning above-benchmark incentive pay is aligned with positive shareholder outcomes. The company has a clawback policy, stock ownership requirements, meaningful performance conditions on equity awards, and historical say-on-pay support consistently above 80%, with no evidence of poor governance response to prior votes.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
35 yrs
Audit Fees
$529,894
Non-Audit Fees
$39,395
Deloitte & Touche LLP has audited Buckle since December 1990 — a tenure of approximately 35 years, which well exceeds our 25-year threshold for raising independence concerns. The proxy does not provide a specific and compelling rationale for retaining the same auditor for this length of time, nor does it disclose a concrete multi-year rotation plan. The non-audit fee ratio (audit-related fees of $39,395 divided by audit fees of $529,894, approximately 7%) is well within the acceptable 50% limit and raises no independence concern on its own, but the extreme tenure length alone is sufficient to warrant a No vote.
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 Buckle annual meeting ballot is largely routine, with FOR determinations on say-on-pay and most director nominees supported by BKE's strong three-year stock performance and a genuinely performance-linked compensation structure. The two exceptions are: (1) a vote AGAINST Thomas B. Heacock as director due to his familial relationship (son-in-law) to CEO Dennis H. Nelson, and (2) a vote AGAINST Deloitte & Touche LLP's ratification as auditor because the firm has served for approximately 35 years — well above our 25-year independence threshold — with no compelling retention rationale disclosed.