BKE.NYSEBuckle INC
DEF 14A: Buckle Inc. Seeks Stockholder Approval for 2024 Director Restricted Stock Plan
Sentiment:
Proxy Statement
The Buckle, Inc. is asking stockholders to approve the 2024 Director Restricted Stock Plan to replace the existing 2008 plan, aiming to better align director compensation with market practices and replenish available shares.
Summary
- The Buckle, Inc. is seeking stockholder approval for the 2024 Director Restricted Stock Plan to replace the 2008 Director Restricted Stock Plan.
- The 2024 plan aims to provide equity compensation to non-employee directors.
- A total of 300,000 shares of common stock are reserved for issuance under the 2024 Director Plan.
- The plan allows the Board to administer awards, including determining vesting schedules and the number of shares awarded.
- The 2024 plan will become effective upon approval by the Board and stockholders.
- The company intends to grant new non-employee directors an initial one-time award of 1,000 shares of non-vested stock immediately upon their election or appointment to the Board of Directors.
- Each non-employee director serving on the Board of Directors on the first day of each fiscal year of the Company would receive an annual award of 3,000 shares of Non-Vested Stock.
Sentiment
Score: 7
Explanation: The document is factual and procedural, outlining a corporate governance matter. The sentiment is neutral to slightly positive as it aims to improve director alignment with shareholder interests.
Positives
- The new plan allows for more flexibility in adjusting director compensation to align with market trends.
- Replenishes the number of available shares for non-employee director stock grants.
- The plan aims to attract and retain qualified individuals to serve on the Board.
- The plan strengthens the alignment of interests between the Board and stockholders.
Future Outlook
The company intends to make the following awards of Non-Vested Stock to non-employee Directors: New non-employee Directors would receive an initial one-time award of 1,000 shares of Non-Vested Stock immediately upon their election or appointment to the Board of Directors. Each non-employee Director serving on the Board of Directors on the first day of each fiscal year of the Company would receive an annual award of 3,000 shares of Non-Vested Stock.
Management Comments
- The Board believes that Mr. Hirschfelds 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 Companys challenges and opportunities.
- The Board believes that Mr. Nelsons experience with the Company for over fifty 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 Companys operations and the markets in which the Company operates.
- The Board believes that Mr. Heacock's experience in public accounting, along with his knowledge of the Company's financial and operating results, allows him to provide the Board with valuable knowledge and insight.
- The Board believes that Ms. Smith's longstanding experience and her leadership of the Company's store teams and teammates provide the Board with valuable insights into current trends impacting the Company.
- The Board believes that Mr. Bounds's current and previous experiences, including leadership for a university that enrolled nearly 53,000 students and employed over 14,000 faculty and staff, provide him with valuable insight into many aspects of the Company's financial and administrative operations.
- The Board believes that Mr. Fairfields 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.
- The Board believes that Mr. Hobermans experience with a music retail chain and his experience and involvement with Proxibid allows him to provide insight in retail, technology, and financial matters.
- The Board believes that Mr. Husss 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.
- The Board believes that Ms. Joshis experience as President and Chief Operating Officer for Facet allows her to provide insight with respect to marketing and financial matters.
- The Board believes that Ms. Klein's executive leadership experience at Verizon allows her to provide insight in retail and consumer marketing matters.
- The Board believes that Mr. Peetzs 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.
- The Board believes that Ms. Rhoadss experience in public accounting, coupled with her longstanding experience with the Company, allows her to provide valuable insight into the Companys financial operations.
- The Board believes that Mr. Shadas prior experience with the Company as Executive Vice President of Sales allows him to provide special insights on the Companys sales operations.
Industry Context
The proposal reflects a common practice among publicly traded companies to offer equity-based compensation to directors, aligning their interests with those of shareholders and incentivizing long-term value creation.
Comparison to Industry Standards
- Director compensation packages, including equity grants, vary significantly across industries and company sizes.
- Companies like Gap, Abercrombie & Fitch, and American Eagle Outfitters also utilize restricted stock plans for their directors.
- The specific number of shares and vesting schedules are tailored to each company's circumstances and compensation philosophy.
Related Party Transactions
- The total amount owed to the Company by the Hirschfeld Family Trust (the 'Trust') is $1,455,000 ($600,000 principal plus $855,000 of accrued interest).
- Dennis H. Nelson, President, Chief Executive Officer, and Director, is related to the following employees of the Company: son-in-law, Thomas B. Heacock, Senior Vice President of Finance, Treasurer, Chief Financial Officer, and Director, and daughter, Carissa N. Crocker, Vice President of Men's Merchandising.
- For fiscal 2023, these two individuals received aggregate cash compensation from the Company in the amount of $2,053,191.
Stakeholder Impact
- Approval of the 2024 Director Restricted Stock Plan aims to align the interests of non-employee directors with those of the stockholders.
- The plan is intended to attract and retain qualified directors, which can positively impact the company's performance and value.
- The plan could impact employee morale and retention.
Next Steps
- Stockholder vote on the approval of the 2024 Director Restricted Stock Plan at the Annual Meeting on June 3, 2024.
- Implementation of the 2024 Director Plan if approved by stockholders.
- Granting of Non-Vested Stock awards to non-employee Directors under the new plan.
Key Dates
| Date | Description |
|---|---|
| 1990-12 | Deloitte & Touche LLP has served as the independent auditors of the Company since December 1990. |
| 1991-04-19 | Daniel J. Hirschfeld has served as Chairman since April 19, 1991. |
| 1991-04-19 | Dennis H. Nelson has served as President and a Director since April 19, 1991. |
| 1991-04-19 | Karen B. Rhoads has been a Director of the Company since April 19, 1991. |
| 1991-04-19 | James E. Shada previously served as Vice President of Sales and Executive Vice President of Sales since April 19, 1991. |
| 1994-07-27 | 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. |
| 1995-07-14 | 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. |
| 1996-07-16 | 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. |
| 1996-05-30 | Bill L. Fairfield has served as a Director of the Company since May 30, 1996. |
| 1997-03-17 | Mr. Nelson was elected as Chief Executive Officer by the Board on March 17, 1997. |
| 2000-06-02 | Bruce L. Hoberman has served as a Director of the Company since June 2, 2000. |
| 2001-05 | Ms. Smith joined the Company in May 1978 as a part-time salesperson. |
| 2002-03-11 | James E. Shada has been a Director of the Company since March 11, 2002. |
| 2003-10 | He has been employed by the Company since October 2003. |
| 2006-06-02 | Mr. Peetz has served as a Director of the Company since June 2, 2006. |
| 2008-08 | Mr. Fairfield was the Chief Executive Officer of infoGROUP Inc. ('infoGROUP') from August 2008 to July 2010, a Director of infoGROUP from November 2005 to July 2010, and the Chairman of the infoGROUP Board of Directors from July 2008 to August 2008. |
| 2009-03-27 | Effective March 27, 2009, Mr. Shada retired from the Company, after stepping down from his executive position on June 30, 2008. |
| 2009-05-29 | Mr. Huss has served as a Director of the Company since May 29, 2009. |
| 2014-02-13 | Ms. Smith was appointed Executive Vice President of Stores on February 13, 2014. |
| 2017-07-20 | He was appointed Senior Vice President of Finance, Treasurer, and Chief Financial Officer effective February 4, 2018, after having served as Vice President of Finance, Treasurer, and Chief Financial Officer upon his appointment as Chief Financial Officer on July 20, 2017. |
| 2017-12-04 | He was elected a Director on December 4, 2017. |
| 2018-02-03 | Ms. Rhoads retired from the Company effective February 3, 2018, after having stepped down as Senior Vice President of Finance and Chief Financial Officer effective July 20, 2017. |
| 2018-02-04 | Ms. Smith was elected a Director effective February 4, 2018. |
| 2018-09-17 | Mr. Bounds has been a Director of the Company since September 17, 2018. |
| 2019-08 | Since August 2019, he has been an educational consultant and executive leadership coach and is President Emeritus of the University of Nebraska. |
| 2019-12-02 | Ms. Klein has been a Director of the Company since December 2, 2019. |
| 2021-08 | Ms. Joshi currently serves as President and Chief Operating Officer for Facet, a position she has held since August 2021. |
| 2021-12-03 | Effective December 3, 2021, the Board approved a change to the name of what was formerly known as the Corporate Governance and Nominating Committee to the Nominating, Governance, and Corporate Social Responsibility Committee ('NGCSR Committee') which took immediate effect. |
| 2022 | Beginning in 2022, the Audit Committee began receiving regular written and oral reports at its regular meetings from the Company's Senior Director of Information Security on topics such as business continuity, disaster recovery and preparedness, and cyber risk mitigation. |
| 2022-12-05 | Ms. Joshi has been a Director of the Company since December 5, 2022. |
| 2023-01-29 | Shares of Non-Vested Stock were granted as of January 29, 2023, pursuant to the Amended and Restated 2005 Restricted Stock Plan. |
| 2023-01-31 | More details about the 2023 Management Incentive Plan can be found in the Company's Report on Form 8-K filed with the SEC on January 31, 2023. |
| 2023-06 | In June 2023, the Company's Board of Directors, upon recommendation by the Compensation Committee, adopted certain enhancements to the Company's Insider Trading Policy which applies to Named Executive Officers as well as other Company executives and employees. |
| 2023-11 | In November 2023, the Company's Board of Directors, upon recommendation by the Compensation Committee, adopted a Clawback Policy which provides the Company with the ability to recover certain cash and equity compensation erroneously paid to Named Executive Officers and other executive officers in the event of a future restatement of earnings. |
| 2024-01 | In January 2024. Mr. Huss holds a CERT Certificate in Cybsersecurity Oversight from the CERT Division of the Software Engineering Institute at Carnegie Mellon University, which he earned in January 2024. |
| 2024-01-24 | Shares owned by BlackRock, Inc. are those reported in its most recent Form 13G/A, as filed with the SEC on January 24, 2024. |
| 2024-02-03 | The following table summarizes the compensation paid to the Companys non-employee Directors for the fiscal year ended February 3, 2024. |
| 2024-02-05 | Additional information regarding the compensation program for fiscal 2024 was included in the Companys Form 8-K filed with the SEC on February 5, 2024. |
| 2024-02-13 | Shares owned by The Vanguard Group are those reported in its most recent Form 13G/A, as filed with the SEC on February 13, 2024. |
| 2024-03-19 | Kelli D. Molczyk, Senior Vice President of Women's Merchandising, left the Company effective March 19, 2024. |
| 2024-03-25 | On March 25, 2024, the Board of Directors, upon recommendation by the Compensation Committee, approved an increase to certain elements of the non-employee Directors' compensation. |
| 2024-03 | In March 2024 the Board of Directors also adopted a Stock Ownership Policy in March 2024 which imposes certain Company stock ownership requirements upon each non-employee Director. |
| 2024-04-01 | As of April 1, 2024, the Company had outstanding 50,781,436 shares of Common Stock. |
| 2024-04-01 | Only stockholders of record on April 1, 2024, will be entitled to vote at the Meeting. |
| 2024-04-01 | As of April 1, 2024, the Common Stock was held of record by 460 stockholders. |
| 2024-04-03 | A copy of the Company's Clawback Policy was filed as an Exhibit to the Company's 10-K filed with the SEC on April 3, 2024. |
| 2024-04-11 | Effective Date means April 11, 2024, the date on which this Plan has been adopted by the Board, subject to approval by the Companys stockholders, provided such approval occurs before the first anniversary of the date this Plan is adopted by the Board. |
| 2024-04-19 | Copies of the proxy statement and proxy form will be first provided to stockholders on April 19, 2024. |
| 2024-04-19 | By Order of the Board of Directors, Brady M. Fritz, Secretary April 19, 2024 |
| 2024-06-03 | The Annual Meeting of Stockholders (the 'Meeting') of The Buckle, Inc. (the 'Company') will be held at the Company's corporate office located at 2407 West 24th Street, Kearney, Nebraska, on Monday, June 3, 2024, at 10:00 A.M. |
| 2025-02-01 | To ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending February 1, 2025. |
| 2024-12-20 | According to those rules, a stockholder's proposal should be received by the Company at its office in Kearney, Nebraska, on or before December 20, 2024. |
| 2025-04-14 | To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Companys nominees at the Annual Stockholders Meeting to be held in 2025 must provide notice that sets forth the information required by SEC Rule 14a-19 no later than April 14, 2025. |
Keywords
Director compensation, Restricted stock, Equity plan, Corporate governance, Board of Directors, Stockholders, Buckle Inc.
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