The Buckle (BKE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 1, 2026, with voting on director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Proxy materials and annual report are available online; shareholders of record as of March 27, 2026, are eligible to vote.

• Board recommends voting for all director nominees, auditor ratification, executive compensation, and a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of twelve directors, all current board members, to serve until the next annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 30, 2027.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending a three-year interval.

• Shareholder proposals for the 2027 meeting must be received by December 23, 2026.

Board of directors and corporate governance

• Board consists of twelve nominees with diverse backgrounds in leadership, finance, technology, retail, and compliance.

• Majority of board and all committee members (except Executive Committee) are independent under NYSE standards.

• Four standing committees: Executive, Audit, Compensation, and Nominating, Governance, and Corporate Social Responsibility (NGCSR).

• Corporate Governance Guidelines and Code of Ethics are in place and regularly reviewed.

• Non-employee directors receive annual cash retainers, committee chair fees, and restricted stock awards; stock ownership policy requires 10,000 shares within five years.