<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
The Buckle
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
THE BUCKLE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2000
To Our Stockholders:
The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the
Ockinga Center on the University of Nebraska-Kearney campus, Kearney, Nebraska,
on Friday June 2, 2000 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 persons, each of whom currently serves as a Board member:
Daniel J. Hirschfeld, Dennis H. Nelson, Karen B. Rhoads, Robert E. Campbell,
William D. Orr, Ralph M. Tysdal and Bill L. Fairfield.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for fiscal year ending February 3, 2001.
3. 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 31, 2000, 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 mailed with this proxy statement
to stockholders entitled to notice of this meeting.
By Order of the Board of Directors,
/s/SCOTT M. PORTER
Scott M. Porter, Secretary
April 26, 2000
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.
<PAGE> 3
THE BUCKLE, INC.
2407 West 24th Street
Kearney, NE 68847
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 2, 2000
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 Shareholders of the Company to be held June 2, 2000, 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 noted
thereon; 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 telegram or by
telephone. Copies of the Proxy Statement and proxy form will be first provided
to shareholders on April 28, 2000.
VOTING INFORMATION
As of March 31, 2000, the Company has outstanding 20,724,621 shares of
Common Stock. Each share of Common Stock is entitled to one vote. Only holders
of Common Stock of record on March 31, 2000 will be entitled to vote at the
Annual Meeting of Shareholders. 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 shareholder. 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 Annual 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 shareholders 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.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Principal Shareholders
As of March 31, 2000, the Common Stock was held of record by 469
shareholders. 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, and by all executive officers and directors as a group, as of
March 31, 2000. Except as otherwise indicated, all persons listed below have (i)
sole voting power and investment power with respect to their shares of Common
Stock assuming the exercise of all outstanding Options, except to the extent
that authority is shared by spouses under applicable law, and (ii) record and
beneficial ownership with respect to their shares of Common Stock.
2
<PAGE> 4
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares of Common Stock
- -------------------------------------------------------------------------------------------------------
Sole Voting and Shared Voting and Right to
Investment Power(3) Investment Power(1) Acquire(2) Percent
------------------- ------------------- ---------- -------
<S> <C> <C> <C> <C>
Daniel J. Hirschfeld 13,400,000 0 0 64.66%
Dennis H. Nelson 193,458 33,287 1,567,550 7.80%
Karen B. Rhoads 13,080 463 179,331 *
Bill L. Fairfield 0 0 2,138 *
Robert E. Campbell 2,500 0 3,338 *
William D. Orr 2,500 0 3,338 *
Ralph M. Tysdal 5,000 0 3,338 *
All executive officers and
directors as a group (11) 13,832,288 50,244 2,220,676 70.13%
* Less than 1%
</TABLE>
(1) These amounts include shares owned within participants' 401(k) accounts for
which the voting power is held by The Chicago Trust Co. Share amounts
include Dennis H. Nelson with 1,487 and all executive officers as a group
with 11,419.
(2) These amounts represent shares as to which the named individual has the
right to acquire through exercise of options which are exercisable within
the next 60 days.
(3) Includes shares of restricted stock granted on March 20, 2000 pursuant to
the 1999 Management Incentive Plan, which shares vest over a 5 year period:
Dennis Nelson, 4,516 shares; Scott Porter, 2,552 shares; Jim Shada, 2,434
shares; Gary Lalone, 1,845 shares; and Brett Milkie, 699 shares.
PROPOSAL 1
ELECTION OF DIRECTORS
Directors will be elected at the June 2, 2000 Annual Meeting to serve
until the next Annual Meeting and until their successors are elected and
qualified. The By-laws of the Company provide that seven directors are to be
elected.
The Board of Directors recommends the election of the seven 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 58. 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.
DENNIS H. NELSON, AGE 50. Mr. Nelson is the President and Chief
Executive Officer and a Director of the Company. He has served as President and
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.
KAREN B. RHOADS, AGE 41. Ms. Rhoads is the Vice-President - Finance
and a Director of the Company, and is the Chief Financial Officer. Ms. Rhoads
was elected a Director on April 19, 1991. She worked in the corporate offices
during college, and later worked part-time on the sales floor. Ms. Rhoads
practiced as a CPA for 6 1/2 years, during
3
<PAGE> 5
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.
ROBERT E. CAMPBELL, AGE 57. 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 also President, of Miller & Paine, 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. Since September 1997 Mr. Campbell has also served as Development
Officer for the Madonna Foundation, which supports the Madonna Rehabilitation
Hospital in Lincoln, Nebraska.
WILLIAM D. ORR, AGE 65. Mr. Orr has been a Director of the Company
since July 1, 1991. He retired in 1997 from Woodmen Accident & Life Company, an
insurance company in Lincoln, Nebraska where he had served as Senior Vice
President, Agency and Marketing Operations since 1987. Mr. Orr also is a member
of the Board of Directors of Woodmen, and had worked for Woodmen since 1960.
RALPH M. TYSDAL, AGE 62. Mr. Tysdal has served as a Director of the
Company since July 1, 1991. Mr. Tysdal owns and operates McDonald's restaurants
in Broken Bow, North Platte and Ogallala, Nebraska. He began his McDonald's
ownership in 1978.
BILL L. FAIRFIELD, AGE 53. Mr. Fairfield has served as a Director of
the Company since May 30, 1996. Mr. Fairfield is currently the Chairman of
DreamField Capital Ventures, LLC, a new company focused on economic development
of the Mid-Plains region through management services and venture capital
assistance. From 1991 until October 1999, Mr. Fairfield was President and Chief
Executive Officer of Inacom Corp., a technology management services company.
Prior to 1991 Mr. Fairfield was CEO of Valcom, the predecessor company to Inacom
Corp.
Meetings and Committees of the Board
During fiscal 1999, six meetings of the Board of Directors, eight
meetings of the Executive Committee, four meetings of the Compensation Committee
and one meeting of the Audit Committee were held. No Director was absent from
more than twenty-five percent of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) the total number of meetings held by
all committees on which he or she served. The Company has no nominating
committee, but it does have 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, and Karen
B. Rhoads.
Audit Committee. The Audit Committee meets with the Company's
chief financial officer and independent accountants to review the scope of
auditing procedures and the policies relating to internal auditing
procedures and controls and to review the Company's public financial
statements. The current members of such committee are William D. Orr,
Robert E. Campbell, Bill L. Fairfield and Ralph M. Tysdal.
Compensation Committee. The Compensation Committee reviews and
makes recommendations to the Board of Directors regarding officer
compensation. The Compensation Committee also administers the Company's
1991 Stock Incentive Plan, the Company's Non-Qualified Stock Option Plan
and Agreement with Dennis Nelson, the Company's 1991 Non-Qualified Stock
Option Plan, the Company's 1993 Executive Stock Option Plan, the Company's
1995 Executive Stock Option Plan, the 1995 Management Incentive Plan, the
1997 Executive Stock Options Plan, the 1997 Management Incentive Plan, the
1998 Management Incentive Plan, and the 1999 Management Incentive Plan. The
current members of the Compensation Committee are Bill L. Fairfield, Robert
E. Campbell, William D. Orr, and Ralph M. Tysdal.
4
<PAGE> 6
Director Compensation
- ---------------------
For their services as Directors in fiscal 1999, the members of the
Board of Directors who are not employees of the Company were paid $9,000
annually and $1,500 for each quarterly board meeting they attended. and $500 for
each telephonic meeting held for the board or any committee thereof.
In addition, 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 options to purchase shares of Common Stock of the Company.
Options to purchase 2,250 shares were granted to each non-employee Director on
the first day of the Company's 2000 fiscal year. The future years' amounts for
each director's annual option grant will be 3,000 for fiscal 2001 and
thereafter. In addition, each non-employee Director is granted an option to
purchase 300 shares on the date such Director is first elected to the Board of
Directors of the Company. All options have a term of ten years from the date of
grant and are exercisable 25 percent immediately, with an additional 25 percent
being exercisable on each of the first three successive anniversaries of the
date of the grant. The exercise price for each option is the fair market value
of a share on the date of grant. Fair market value means the average of the
highest and lowest quoted selling price of a share of Common stock as reported
on New York Stock Exchange. There are no family relationships among any of the
Directors or Officers of the Company.
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%
shareholders ("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 1999 have been complied with on a timely basis.
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.
PROPOSAL 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
Subject to stockholder ratification, the Board of Directors has
reappointed the firm of Deloitte & Touche LLP, Certified Public Accountants, as
independent auditors to audit the accounts of the Company for the fiscal year
2000. Deloitte & Touche LLP has served as the independent auditors of the
Company since December, 1990.
Management recommends that stockholders vote "FOR" such ratification.
Unless contrary instructions are given, the proxies solicited by management will
be voted "FOR" such ratification. Ratification will require affirmative vote of
holders of a majority of the Common Stock present or in proxy, at the meeting.
One or more representatives of Deloitte & Touche LLP are expected to be
present at the annual meeting and 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.
5
<PAGE> 7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's chief executive officer and each of the four other most
highly compensated executive officers of the Company whose compensation exceeded
$100,000 (determined as of the end of the last fiscal year) for the fiscal years
ended January 31, 1998, January 30, 1999 and January 29, 2000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Long Term
Compensation
-----------------------------
Annual Compensation Awards
-------------------------------------------------------------------------------------------------------
Name Restricted All Other
and Stock Compen-
Principal Awards Options/ sation
Position Year Salary($) Bonus ($)(2) ($) (3) SARs (#) ($) (1)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dennis H. 1999 $575,000 $ 776,250 $ 77,619 103,500 $ 86,130
Nelson 1998 $500,000 $ 1,598,300 $ 479,490 108,000 $ 10,000
President 1997 $400,000 $ 1,531,973 $ 390,625 299,400 $ 9,500
and CEO
Scott M. 1999 $325,000 $ 438,750 $ 43,863 58,500 $ 39,824
Porter 1998 $250,000 $ 908,125 $ 272,438 60,360 $ 10,000
Vice President 1997 $200,000 $ 781,619 $ 463,750 297,750 $ 9,500
Men's Mdsg
James E. 1999 $310,000 $ 418,500 $ 41,834 34,650 $ 34,117
Shada 1998 $225,000 $ 820,945 $246,284 36,510 $ 10,000
Vice President 1997 $175,000 $ 703,457 $231,875 175,500 $ 9,500
Sales
Gary L. 1999 $235,000 $ 317,250 $ 31,711 34,650 $ 29,205
Lalone 1998 $200,000 $ 726,500 $217,950 36,510 $ 10,000
Vice President 1997 $175,000 $ 703,457 $231,875 171,750 $ 9,500
Sales
Brett P. 1999 $167,000 $ 120,240 $ 12,014 25,200 $ 13,594
Milkie 1998 $150,000 $ 268,805 $ 80,642 27,060 $ 10,000
Vice President 1997 $120,000 $ 218,853 $231,875 43,050 $ 9,500
Leasing
-------------------------------------------------------------------------------------------------------
</TABLE>
(1)These amounts include the Company's matching contribution into the
401(k) profit sharing plan for the plan years ended January 31, 1999,
1998 and 1997. The Company matched 50% of the employees' deferrals for
fiscal 1999 and 100% of the employees' deferrals for fiscal 1998 and
1997, not exceeding 6% of gross earnings and subject to dollar limits
per Internal Revenue Code regulations. For fiscal 1999, these amounts
also include the Company's matching contribution into The Buckle, Inc.
Deferred Compensation Plan, covering executive officers. The Company
matched 50% of the vice presidents' deferrals and 65% of the president's
deferrals, not exceeding 6% of gross earnings.
(2)The executive officers' bonuses for fiscal 1999 were calculated based
upon the Company's 1999 Management Incentive Plan, as approved at the
1999 Annual Meeting of Stockholders. (See "Report of the Compensation
Committee") The executive officers' bonuses for fiscal 1998 were
calculated based upon the Company's 1998 Management Incentive Plan, as
approved at the 1998 Annual Meeting of Stockholders. The executive
officers' bonuses for fiscal 1997 were calculated based upon the
Company's 1997 Management Incentive Plan, as approved at the 1997 Annual
Meeting of Stockholders
6
<PAGE> 8
(3)The restricted stock shares were granted pursuant to the 1999
Management Incentive Plan and the number of shares were determined using
the current market value as of March 20, 2000, the date of grant. Shares
granted were as follows: Dennis Nelson 4,516; Scott Porter 2,552; Jim
Shada 2,434; Gary Lalone 1,845; and Brett P. Milkie 699. A total of
14,822 shares of restricted stock were granted under the 1999 Management
Incentive Plan. As of March 20, 2000, the date of the grant, these
shares were valued at $17.1875 per share for a total current market
value of $254,753. These shares of restricted stock will vest at a rate
of 20% per year for five years. Shareholders of restricted stock in The
Buckle, Inc. are eligible for future dividend payments, if and when
dividends may be declared and paid by the Company.
Board Compensation Committee Report on Executive Compensation
- -------------------------------------------------------------
The following report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
REPORT OF THE COMPENSATION COMMITTEE
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 succeed, the Company believes that it
must be able to attract 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 more highly than other team members.
Historically, this compensation philosophy has been reflected in the Company's
policy of basing compensation of its key sales and merchandising employees
primarily on performance bonuses.
Compensation of the executive officers, including Mr. Nelson, who
serves as President and Chief Executive Officer, is based in large part on the
Company's profits (as defined) and therefore is closely tied to the performance
of the Company. For fiscal 1999, the compensation program for executive officers
consisted of:
- salary;
- annual cash bonus;
- 401(k) plan, together with a supplemental non-qualified
retirement plan to provide officers with a benefit more
comparable to that being currently provided to other employees
under the 401(k) plan;
- restricted stock; and
- stock options.
Cash bonuses, restricted stock and stock options were paid and granted in
accordance with the 1999 Management Incentive Plan which was previously approved
by the Shareholders.
Salary. Salaries for fiscal 1999 for the executive officers were set in
January of 1999, and were increased over the salaries paid for fiscal 1998. The
salary amounts are reported in the Summary Compensation Table on page 6.
7
<PAGE> 9
Cash Awards.
- -----------
Each Participant in the Plan received a Cash Award calculated as a
multiple of the Participant's Base Salary. The incentive multiple will be
phased-in over the life of the Plan and will be based upon the Company's growth
in Pre-Bonus Net Income over the previous year. The multiple will also be
different for Level I and Level II Executives. The multiples will be calculated
as follows:
<TABLE>
<CAPTION>
Multiple of Base Salary
-----------------------
LEVEL I
Change in Pre-Bonus Net Income 1999 2000 2001
- ------------------------------ ---- ---- ----
<S> <C> <C> <C>
>30% decrease 0.00 0.00 0.00
30% decrease 0.40 0.00 0.00
20% decrease 0.75 0.65 0.00
10% decrease 1.00 0.95 0.70
No Change 1.35 1.25 1.10
>10% increase 1.74 1.60 1.50
>20% increase 2.235 2.00 1.80
>30% increase 2.70 2.50 2.30
>40% increase 3.20 2.90 2.70
>50% increase 3.60 3.30 3.20
LEVEL II
1999 2000 2001
---- ---- ----
>30% decrease 0.00 0.00 0.00
30% decrease 0.35 0.00 0.00
20% decrease 0.50 0.45 0.00
10% decrease 0.57 0.55 0.40
No Change 0.72 0.70 0.65
>10% increase 1.02 0.95 0.85
>20% increase 1.25 1.15 1.075
>30% increase 1.55 1.35 1.251
>40% increase 1.75 1.60 1.50
>50% increase 2.00 1.85 1.75
</TABLE>
For fiscal 1999, Messrs. Nelson, Porter, Shada and Lalone were designated Level
I Executives; all other Participants have been designated Level II.
Restricted Stock.
- ----------------
Shares of restricted Stock were granted based upon a percentage of the
Cash Award and the fair market value of the Company's stock on date of
certification by the Compensation Committee of the amount of the Cash Award.
Restricted Stock grants were based upon the following:
Change in Pre-Bonus Net Income Level I Executives Level II Executives
- ------------------------------ ------------------ -------------------
Any decrease None none
No Change 10% 10%
10% increase 15% 10%
20% increase 20% 15%
30% increase and up 30% 20%
8
<PAGE> 10
Based upon the market value of the Company's common stock on March 20,
2000, the date of certification of the Cash Awards by the Compensation
Committee, the following grants of Restricted Stock were made on that date to
the executive officers named in the Compensation table:
Number of Shares of
Name of Participant Restricted Stock
------------------- ----------------
Dennis H. Nelson 4,516
Scott M. Porter 2,552
James E. Shada 2,434
Gary L. Lalone 1,845
Brett P. Milkie 699
Restricted Stock granted pursuant to this Plan will vest 20% per year over five
years. Disposal of any vested shares of Restricted Stock will be prohibited for
five years, subject to waiver in the event of death or disability. The effect on
income of all Restricted Stock grants will be included in the calculation of
Pre-Bonus Net Income.
Stock Options
- -------------
Options were granted pursuant to the 1997 Executive Stock Option Plan
as of the last day of the fiscal year preceding the Plan Year for which the
Options are granted. Options granted under the Plan vest according to the same
terms as the 1997 Management Incentive Plan. Those terms include a performance
feature whereby one-half of the Options granted will vest over three years if a
10% increase in Pre-Bonus Net Income is achieved, and the second one-half of the
Options granted vest over three years if a 30% increase in Pre-Bonus Net Income
is achieved. If the performance goals are not met the Options will ultimately
vest after ten years. This Plan added an "accelerator" feature for the Options
so that vesting may occur sooner than the three or ten years when and if the
market price of the Company's stock doubles from the fair market value of the
stock at the date of the grant. All Options will also include a "reload" feature
under this Plan.
Dennis H. Nelson 103,500
Scott M. Porter 58,500
James E. Shada 34,650
Gary L. Lalone 34,650
Brett P. Milkie 25,200
The Company did not achieve either performance goal for fiscal 1999,
and thus all options granted to executive officers and others on January 29,
1999, will vest and become exercisable on December 29, 2008.
The Compensation Committee has considered the application of the
provision of the Internal Revenue Code which disallows a public company's
deduction for top executive's compensation in the excess of $1,000,000. The
Committee intends that all of the compensation payable to its executive officers
be deductible for income tax purposes. The Committee believes that compensation
payable pursuant to the 1999 Management Incentive Plan achieves this objective
under current tax law.
This report was submitted by the Compensation Committee, which is
comprised of:
Bill L. Fairfield
Robert E. Campbell
Ralph M. Tysdal
William D. Orr
9
<PAGE> 11
Option Grants in Last Fiscal Year
The following table provides information on option grants in fiscal 1999 to the
named executive officers.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Grant Date
Individual Grants Value
--------------------------------------------------------------------------------------------------
% of Total
Options/ Options/SARS Exercise Grant
SARS Granted to or Base Date
Granted Employees in Price Expiration Present
Name (#) (1) Fiscal year (2) ($Sh) Date Value (3)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dennis H. 103,500 21.40% $26.750 1/29/09 $ 1,994,445
Nelson
Scott M. 58,500 12.10% $26.750 1/29/09 $ 1,127,295
Porter
James E. 34,650 7.17% $26.750 1/29/09 $ 667,705
Shada
Gary L. 34,650 7.17% $26.750 1/29/09 $ 667,705
Lalone
Brett 25,200 5.21% $26.750 1/29/09 $ 485,604
Milkie
--------------------------------------------------------------------------------------------------
</TABLE>
(1) The shares granted January 29, 1999 at $26.75 become fully vested as
of December 29, 2008, or sooner if the fair market value of the
Company's common stock doubles from the grant price, at any time prior
to December 29, 2008.
(2) The Company granted options totaling 483,540 during fiscal 1999.
(3) As suggested by the Commission's rules on executive compensation
disclosure, the Company used the Black-Scholes model of option
valuation to determine grant date present value. The Company does not
advocate or necessarily agree that the Black-Scholes model can
properly determine the value of an option. The present value
calculations are based on a ten-year option term with an expected life
of six years. Assumptions include: interest rate of 6%; annual
dividend yield of 0%; and volatility of 60%.
10
<PAGE> 12
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
-----------------------------------------------------------------------------
The following table provides information on option exercises in fiscal
1999 by the named executive officers and the value of such officers' unexercised
options at January 29, 2000.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Options In-the Money
Shares Value at FY-end Options at FY-end
-------------------------------------------------------------------
Acquired on Realized
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dennis H.
Nelson 101,800 $1,337,500 1,567,550 392,750 $16,227,213 $0
Scott M.
Porter 0 $0 300,082 324,465 $ 2,038,065 $0
James E.
Shada 22,811 $162,917 77,058 159,465 $372,673 $0
Gary L.
Lalone 25,124 $466,944 49,058 178,815 $174,340 $0
Brett P.
Milkie 6,000 $ 129,450 33,445 71,265 $129,994 $0
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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 fiscal year each executive officer signs an acknowledgment
which contains the anticipated compensation arrangement for the employee for the
current fiscal year, and acknowledges that the employee is an employee at will,
and that the terms of the employment arrangement can be changed by the Company
or terminated by either the Company or the officer at any time. Each executive
officer listed in the summary compensation table above receives a salary plus a
cash incentive based on pre-tax and pre-bonus income, restricted stock and stock
options, as proposed in the 1999 Executive Compensation Plan. For fiscal 1999
the acknowledgments provided base salary for each of these executive officers as
follows: Dennis H. Nelson $575,000, Scott M. Porter $325,000, James E. Shada
310,000, Gary L. Lalone $235,000, and Brett P. Milkie $167,000. For fiscal 2000,
the bonus amounts will be payable according to the 1999 Management Incentive
Plan. For fiscal 1998, the bonus amounts were payable according to the Company's
1998 Management Incentive Plan. (See "Report of the Compensation Committee.")
Bonuses are payable before April 15 of the year following the year to which they
related 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-tax and pre-bonus income, excluding income
on cash investments, and after deducting any bonus advances.
11
<PAGE> 13
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The total amount owed to the Company by the Hirschfeld Family Trust is
$735,000 ($600,000 principal plus $135,000 of accrued interest). The loans are
repayable with interest at the rate of 5 percent 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 that insurance policy, thus
requiring no additional loans.
Stock Price Performance Graph
- -----------------------------
The following Stock Price Performance Graph shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The graph below compares the cumulative total return on common shares of the
Company for the last five fiscal years with the cumulative total return on the S
& P 500 Stock Index and the NYSE Retail Trade Stocks.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS
01/31/1995 01/31/1996 01/31/1997 01/30/1998 01/29/1999 01/31/2000
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THE $ 100.00 $134.22 $195.62 $ 470.20 $ 562.90 $ 330.11
BUCKLE,
INC.
- --------------------------------------------------------------------------------------------------------
PEER $ 100.00 $138.13 $175.04 $ 344.42 $ 795.21 $ 813.18
GROUP
- --------------------------------------------------------------------------------------------------------
S&P 500 $ 100.00 $138.62 $175.11 $ 222.22 $ 294.41 $ 324.87
- --------------------------------------------------------------------------------------------------------
RUSSELL $ 100.00 $127.76 $149.67 $ 174.22 $ 173.07 $ 201.02
2000
- --------------------------------------------------------------------------------------------------------
</TABLE>
Source: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data from
Bloomberg Financial Markets.
The peer Group consists of the following: The Buckle, Inc; American Eagle,
Inc.;
Abercrombie & Fitch; Braun's Fashion Corp.; The Gap; Pacific Sunwear of
California; Wet
Seal, Inc.; Gadzooks, Inc.; Ann Taylor Stores; and the Limited, Inc.
Percentage of close as of January 31, 1995, Dividends reinvested for companies
where applicable
12
<PAGE> 14
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 2001 ANNUAL MEETING
Although the date for the Annual Stockholders' meeting to be held in
2001 has not been set, the rules adopted by the Securities and Exchange
Commission require that this statement disclose the date by which shareholders
proposals must be received by the Company in order to be included in next year's
Proxy Statement. According to those rules, a shareholder's proposal should be
received by the Company at its office in Kearney, Nebraska on or before December
28, 2000.
By Order of the Board of Directors
/s/ SCOTT M. PORTER
Scott M. Porter
Vice President of Men's Merchandising and Secretary
Kearney, Nebraska
April 26, 2000
13
<PAGE> 15
- --------------------------------------------------------------------------------
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 PROPOSAL 2.
DATED: , 2000
----------------------------
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
Please sign exactly as your name
appears. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 16
- --------------------------------------------------------------------------------
THE BUCKLE, INC.
PROXY 2407 WEST 24TH STREET, KEARNEY, NEBRASKA 68845
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel J. Hirschfield 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 31, 2000 at the annual meeting of
the shareholders to be held on June 2, 2000, or any adjournment thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed
D. Hirschfield, D. Nelson, K. Rhoads, R. Campbell, W. Orr, R. Tysdal, B. Fairfield
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. Proposal to ratify the selection of Deloitte & Touche LLP as independent
auditor for the Company for the fiscal year ending February 3, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
