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To Our Stockholders:

The Annual Meeting of Stockholders (the "Meeting") of The Buckle, Inc. (the "Company") will be held at the Holiday Inn,Company's corporate office, Kearney, Nebraska, on Friday,Monday, June 1, 20183, 2019 at 10:00 A.M., for the following purposes:

Only stockholders of record at the close of business on March 29, 20182019 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 provided with this proxy statement to stockholders entitled to notice of this meeting.

By Order of the Board of Directors,

Kyle L. Hanson,Brady M. Fritz, Secretary

April 20, 201824, 2019

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 1, 2018:3, 2019: The Proxy Statement and the Annual Report to Stockholders are available at www.proxyvote.com.

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors ("the Board") of The Buckle, Inc. ("the Company") for use at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held June 1, 2018,3, 2019, or at any adjournments of said meeting (the "Meeting").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 given; 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 internet, or by telephone. Copies of the proxy statement and proxy form will be first provided to stockholders on April 20, 2018.24, 2019.

As of March 29, 2018,2019, the Company had outstanding 49,044,89549,240,345 shares of Common Stock. Each share of Common Stock is entitled to one vote. Only stockholders of record on March 29, 20182019 will be entitled to vote at the Meeting. 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 stockholder. 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 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 stockholders 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.

As of March 29, 2018,2019, the Common Stock was held of record by 465460 stockholders. 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, by each named executive officer, nominee for Director, and all executive officers and Directors as a group, as of March 29, 2018:2019:

Directors will be elected at the June 1, 2018 Annual3, 2019 Meeting to serve until the next Annual Meeting and until their successors are elected and qualified. The Board of Directors recommends the election of the eleven 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.Board. 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.

Directors will be elected under this proposal when they receive a plurality of affirmative votes cast by holders of the outstanding shares of Common Stock voting together as a single class at the Meeting. This means the eleven nominees receiving the highest number of votes at the Meeting, after taking into account any cumulative voting, will be elected. 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.

The Board has developed corporate governance practices to help it fulfill its responsibility to stockholders to oversee the work of management in the conduct of the Company’s business and to seek to serve the long-term interests of stockholders. The Company’s corporate governance practices are documented in the Corporate Governance Guidelines and in the charters of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee of the Board. The Company’s Corporate Governance Guidelines and committee chartersThese materials are periodically reviewed and updated as necessary to reflect changes in regulatory requirements and changes in oversight practices.

The Company does not have a formal policy regarding the separation of its Chairman and Chief Executive Officer positions. The role of Chairman and that of Chief Executive Officer currently are held separately. Daniel J. Hirschfeld serves as Chairman of the Board of Directors while Dennis H. Nelson serves as President and Chief Executive Officer. The Board of Directors believes that the Company’s current leadership structure is appropriate and achieves important objectives for the Company. Mr. Nelson is positioned to fully focus his energies on implementing the Company’s business strategy and administering its day-to-day affairs. Mr. Hirschfeld is positioned to draw on his relationships with existing Board members and his experience as a past President and Chief Executive Officer of the Company to effectively discharge the duties of Chairman, while also serving as a resource to Mr. Nelson. Further, Mr. Hirschfeld remains the Company’s largest stockholder and, as Chairman, is in a position to promote the interests of all stockholders.

The Company’s Board of Directors oversees risk management with a focus on the Company’s primary areas of risk: risk related to the Company’s business strategy, financial risk, legal/compliance risk, and operational risk. The President and Chief Executive Officer and each of the Company’s other executive officers are responsible for managing risk in their respective areas of authority and expertise, identifying key risks to the Board, of Directors, and explaining to the Board how those risks are being addressed.

The Board of Directors regularly receives reports from Company executives with respect to their areas of managerial responsibility. These reports include information concerning risks and risk mitigation strategies. For example, the Board of Directors receives quarterly reports from certain members of management regarding areas of operational risk. In addition, the Board evaluates risk related to business strategies and transactions.

The standing committees of the Board also have responsibility for risk oversight. The Audit Committee focuses on financial risk, including fraud risk and risks relating to internal controls over financial reporting. It receives an annual risk assessment report from the Company’s internal auditors, as well as financial risk assessment information in connection with particular events or transactions. In addition, the Audit Committee regularly receives reports regarding information reported through the Company’s “whistleblower hotline.” The Corporate Governance and Nominating Committee assists the Board of Directors in fulfilling its oversight responsibility with respect to regulatory compliance and receives regular reports from the Company’s General Counsel. As discussed below, the Compensation Committee addresses risks relating to the Company’s executive compensation strategies. The full Board of Directors receives regular reports from the chairs of the committees and receives reports and other meeting materials provided to each of the committees.

In setting executive compensation, the Compensation Committee considers the risks to the Company’s stockholders and to the achievement of Company goals that may be inherent in the compensation program. Although a significant portion of compensation for the Company’s executives is performance based and “at-risk,” the Compensation Committee believes the Company’s executive compensation plans are appropriately structured and do not pose a material risk to the Company. Specifically, performance based compensation for management is tied to Pre-Bonus Net Income as the key performance metric, with higher levels of Pre-Bonus Net Income resulting in higher performance based compensation. Since higher levels of Pre-Bonus Net Income ultimately contribute to higher net income and earnings per share, the Committee believes that the Company's executive compensation plans align management’s focus with that of the Company’s stockholders without creating incentives that are reasonably likely to have a material adverse effect on the Company. Incentive compensation for non-executive employees, such asincluding store managers area/district/regional managers, and Directorsother members of Sales,the store leadership team, is similarly tied to measures that align the employees’ focus with that of the Company’s stockholders.

The Company intends to satisfy its disclosure obligations under applicable rules of the SEC regarding an amendment to or waiver from a provision of the Company's Code of Ethics that applies to the Company's Chief Executive Officer or its Chief Financial Officer by posting such information on its internet website.

The Company’s Corporate Governance Guidelines require that a majority of the Board consist of Directors who qualify as independent under NYSE Listing Standards. The Board has determined that all non-employee Directors (a Director of the Company who is not an officer or employee of the Company) of the Company except for Karen B. Rhoads, currently comprising sixseven of the eleventwelve members of the Board, of Directors, are independent under NYSE Standards. In addition, all committee members, other than the Executive Committee members, meet the applicable independence requirements of the NYSE Listing Standards. The names of the independent directorsDirectors are:  Hank M. Bounds, Robert E. Campbell, Bill L. Fairfield, Bruce L. Hoberman, Michael E. Huss, John P. Peetz, III, and James E. Shada.

The Company's non-employee Directors meet separately in executive session without employee Directors or representatives of management at each regularly scheduled quarterly meeting of the Board. The Chair of these executive sessions is rotated among the non-employee Directors alphabetically.

Information on the Company's website is not incorporated by reference into this proxy statement.

During fiscal 2017,2018, four meetings of the Board, of Directors, more than 12twelve meetings of the Executive Committee, fourfive meetings of the Compensation Committee, four meetings of the Corporate Governance and Nominating Committee, and fiveseven meetings of the Audit Committee were held. No Director was absent from more than twenty-five percent of the aggregate of: (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees on which he or she served. The Company has the following standing committees:

The Company requires all Directors to use all reasonable efforts to attend the Annual Meeting of Stockholders.Meeting. The Board of Directors holds one of its regularly scheduled quarterly meetings immediately following adjournment of the Annual Stockholder Meeting. Each Director of the Company attended the Annual Meeting held in May 2017.June 2018.

The Listing Standards of the NYSE require that the Company’s Chief Executive Officer certify to the NYSE each year that he or she is not aware of any violation by the Company of the NYSE Corporate Governance Listing Standards, qualifying the certification to the extent necessary. The Company’s Chief Executive Officer, Dennis H. Nelson, filed such a certification with the NYSE for fiscal 2017.2018.

For their services as Directors in fiscal 2017,2018, the members of the Board of Directors who are not employees of the Company were paid $12,000 annually, $3,000 for each quarterly Board meeting they attended, $500 for each telephonic meeting less than 30 minutes, and $1,000 for each telephonic meeting lasting 30 minutes or longer held for the Board or any committee thereof. TheEach Committee Chairman of each committee of the Board received additional cash payment for service as Chairman as follows: the Audit Committee Chairman received $3,000 per quarter, the Compensation Committee Chairman received $2,000 per quarter, and the Chairman of the Corporate Governance and Nominating Committee received $1,000 per quarter. On March 25, 2019, the Board approved a change to compensation of the non-employee Directors. Effective June 1, 2019, each non-employee Director will receive an annual retainer of $40,000 (paid quarterly) for their services as Director and will not receive additional pay per meeting. The additional cash payment for the Chairman of each committee remains the same: the Audit Committee Chairman will receive $3,000 per quarter, the Compensation Committee Chairman will receive $2,000 per quarter, and the Chairman of the Corporate Governance and Nominating Committee will receive $1,000 per quarter.

Directors also receive grants of Non-Vested Stock. Under the 2008 Director Restricted Stock Plan, 2,250 shares of Non-Vested Stock are granted annually to each non-employee Director (a Director of the Company who is not an officer or employee of the Company) on the first day of each fiscal year. The 2008 Director Restricted Stock Plan also provides that each non-employee Director be granted 750 shares of Non-Vested Stock on the date such Director is first elected to the Board of Directors of the Company.Board. The shares granted are vested 25% immediately, with an additional 25% vesting on each of the first three successive anniversaries of the date of the issuance.

There are no family relationships among any of the Directors or Officers of the Company, except that Thomas B. Heacock, who currently serves as Senior Vice President of Finance, Treasurer, Chief Financial Officer, and a Director of the Company, is the son-in-law of Dennis H. Nelson, President, Chief Executive Officer, and Director. Additionally, Diane L. Applegate, appointed Vice President of Supply Chain and Merchandising Operations on December 8, 2014, is the sister of Karen B. Rhoads, Director.

The following table summarizes the compensation paid to the Company’s non-employee Directors for the fiscal year ended February 3, 2018:2, 2019:

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's officers, Directors, and greater than 10% stockholders ("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 20172018 have been complied with on a timely basis.basis, except for one late Form 4 filed by Robert J. Harbols and one late Form 4 filed by Hank M. Bounds.

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 compete and succeed, the Company believes that it must be able to attract, motivate, 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 succeed should be rewarded accordingly for success and, as such, the compensation plan is intended to provide a relationship between the compensation earned by executive officers and the creation of value for stockholders. The Company has a team philosophy, reflected by the facts that: (i) employees have always been referred to as “teammates” and (ii) performance objectives upon which performance bonuses for executive officers are based are strategic objectives for Company performance, not individual goals.

For fiscal 2017,2018, the compensation program for all executive officers, including the Company's Chief Executive Officer and Chief Financial Officer, consisted of:

The first three elements listed above are short-term in nature and designed to attract, motivate, and retain a talented executive team. Non-Vested Stock provides a long-term incentive designed to reward executives for the achievement of sustainable growth in stockholder value. Non-Vested Stock was granted pursuant to the Amended and Restated 2005 Restricted Stock Plan, which was previously approved by stockholders.

Fiscal 20172018 salaries for executive officers were set in January 20172018 and were increased over salaries paid for fiscal 2016. The salary2017. Salary amounts for fiscal 2018 for named executive officers are reported in the Summary Compensation Table included herein. When establishing base salaries, the Compensation Committee considered factors such as the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, the base salary of the individual in prior years with the Company, and the number and availability of well qualified candidates to assume the individual’s role. Base salary ranges are reviewed and re-established by the Compensation Committee annually.

The 20172018 Management Incentive Plan, which was approved by stockholders at the Annual Meeting in 2017,2018, included the creation of a Bonus Pool as a cash incentive for executives. This Bonus Pool was calculated utilizing Pre-Bonus Net Income as the key performance metric. Dollars were added to the Bonus Pool in two methods: (i) 1.2% of fiscal 20172018 's Pre-Bonus Net Income ("Applicable Percentage Amount") was included as a Base Amount; and (ii) if fiscal 2017's2018's Pre-Bonus Net Income exceeded the Company's Target Pre-Bonus Net Income Amount, then a percentage of the amount above the Target would be added to the Base Amount in calculating the total Bonus Pool. Bonus Pool Awards pursuant to the 20172018 Management Incentive Plan were in addition to base salaries. The Bonus Pool, computed in accordance with the 20172018 Management Incentive Plan, resulted in a bonus pool of $1,873,618, which was$1,678,332. Amounts of the Bonus Pool allocated among theto named executive officers asare disclosed in the Summary Compensation Table.

Management of the Company has identified Pre-Bonus Net Income as a key indicator of Company performance, and the Compensation Committee has determined that growth in this metric would likely translate to an increase in the share price of the Company’s stock, thereby aligning management’s focus with that of the Company’s stockholders.

Non-Vested Stock is currently the only long-term component of the Company’s executive compensation program. Beginning in 2005, for a variety of market and competitive reasons, the Compensation Committee started limiting the use of stock options as long-term incentive compensation and instead began making grants of Non-Vested Stock. The Compensation Committee believes that the use of Non-Vested Stock brings a greater degree of predictability and stability to the long-term incentive component of the management compensation program and more closely aligns the interests of management with those of stockholders.

The Compensation Committee determines the number of shares of Non-Vested Stock to be granted to the President and Chief Executive Officer. The Compensation Committee also determines the number of shares of Non-Vested Stock to be granted to the other executive officers after consultation with the President and Chief Executive Officer. The objective is to align compensation with long-term stockholder return and create a compensation program that motivates management to focus both on immediate results and on creating sustainable, long-term value for the Company’s stockholders.

For fiscal 2017,2018, the Company granted both performance based and non-performance based shares of Non-Vested Stock. Shares of Non-Vested Stock were granted as of February 4, 2018, pursuant to the Amended and Restated 2005 Restricted Stock Plan as of January 31, 2017.Plan. The grants of performance based Non-Vested Stock (which constituted the majority of the shares granted) vest only upon achievement of performance objectives and then in increments over a four-year period, commencing on the date the Compensation Committee certifies that the performance objectives were achieved. The grants of non-performance based Non-Vested Stock also vest in increments over four years, with vesting occurring on the last day of each fiscal year. The Compensation Committee believes that a four-year vesting period motivates management to adopt a longer term perspective on Company performance while simultaneously developing a strong retention incentive for executive officers.

Performance based shares awarded under the Amended and Restated 2005 Restricted Stock Plan include a performance feature whereby 50% of the shares granted will vest over four years if the Company achieves the Target (as established by the Compensation Committee) for fiscal 20172018 Pre-Bonus Net Income, the next 25% of the shares granted will vest over four years if the Company’s fiscal 20172018 Pre-Bonus Net Income increases at least 2.5% over the Target, and the final 25% of the shares granted will vest over four years if the Company’s fiscal 20172018 Pre-Bonus Net Income increases at least 5.0% over the Target. If the Company does not achieve a 2.5% increase over the Target for Pre-Bonus Net Income, 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 12.0% of Net Sales for the fiscal year, an additional 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 14.0% of Net Sales for the fiscal year, and another 25% of the shares granted will vest if the Company’s Net Income from Operations (adjusted to exclude expenses recorded for equity compensation) exceeds 16.0% of Net Sales for the fiscal year. The remaining 25% of the shares granted will be forfeited if the Company does not achieve a 2.5% increase over the Target for Pre-Bonus Net Income for the fiscal year. The Company achieved two of the three secondary performance objectives set for fiscal 20172018 (based on Net Income from Operations, as a percentage of Net Sales), thus 50% of the shares granted to executive officers and others on January 31, 2017February 4, 2018 are eligible for vesting and the remaining 50% of the shares granted were forfeited as of March 26, 2018.25, 2019.

Non-performance based shares awarded under the Amended and Restated 2005 Restricted Stock Plan are not subject to performance objectives and vest over a period of four years as follows: 20% on February 3, 2018, 20% on February 2, 2019, 30%20% on February 1, 2020, 30% on January 30, 2021, and 30% on January 30, 2021.29, 2022.

Shares granted to named executive officers, net of forfeitures, for fiscal 20172018 are disclosed in the Grants of Plan-Based Awards table included herein.

There were no stock options granted in fiscal 20172018 to any executive officer, employee, or director.Director.

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 of the named executive officerofficers listed in the Summary Compensation Table receives a salary plus a cash incentive, based on achievements in key performance categories, and Non-Vested Stock. In addition, the Compensation Committee retains the authority to award discretionary bonuses to executive officers. For fiscal 2017,2018, the base salary for each of the named executive officerofficers was as follows:  Dennis H. Nelson - $999,996, Thomas B. Heacock - $335,000, Karen B. Rhoads - $412,000,$385,000, Kari G. Smith - $451,000,$490,000, Brett P. Milkie - $432,000,$465,000, and Robert M. Carlberg - $428,000.$465,000. Incentive cash bonuses are paid annually in accordance with established management incentive plans, which are approved by stockholders for each respective fiscal year. (See “Report of the Compensation Committee”)

Bonuses are payable before April 15 of the year following the year to which they relate 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 incentive cash bonuses for allthe named executive officers identified in the Summary Compensation Table, "Profits" mean Pre-Bonus, Pre-Tax Net Income, which is defined as net income from operations, excluding administrative and store manager percentage bonuses.

The total amount owed to the Company by the Hirschfeld Family Trust (the "Trust") is $1,275,000$1,305,000 ($600,000 principal plus $675,000$705,000 of accrued interest). The loans are repayable with interest at the rate of 5% 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 the insurance policy, requiring no additional loans.

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, Divisional Merchandise Manager of Men’s Denim and Casual Bottoms. Karen B. Rhoads, Director, is related to the following employee of the Company: sister, Diane L. Applegate, Vice President of Supply Chain and Merchandising Operations. For fiscal 2017,2018, these three individuals received aggregate cash compensation from the Company in the amount of $996,328.$1,114,426.

The Compensation Committee does not believe that perquisites and other compensation and benefits should play a major role in the overall executive compensation program. The Company’s executive officers are offered the opportunity to defer a portion of their annual base salary and annual bonus through a 401(k) plan that is generally available Company-wide and through a more restricted (i.e. participation is limited to the Company’s President and Chief Executive Officer and other executive officers) non-qualified deferred compensation plan, both of which include Company matching contributions. The Compensation Committee views these deferral plans more as an individual retirement planning option for the employees and not as a long-term compensation program. The amount of Company matching contributions for each named executive officer is reported in a footnote to the Summary Compensation Table.

The Company provided limited personal use of the Company’s airplane to the President and Chief Executive Officer. The amount of this benefit is reported as a footnote to the Summary Compensation Table.

The “Restricted Stock Agreement” pursuant to which Non-Vested Stock is granted under the Company’s Amended and Restated 2005 Restricted Stock Plan contains provisions providing for the immediate vesting of all non-vested shares, for which performance objectives, if applicable, have been achieved and certified, upon the occurrence of a Change in Control or in the event employment with the Company is terminated by the Company for other than Good Cause or if the employee terminates his or her employment for Good Reason.

Generally a Change in Control is deemed to occur upon:

Generally, pursuant to the Restricted Stock Agreement, “Good Cause” includes:

Generally, pursuant to the Restricted Stock Agreement, “Good Reason” is deemed to exist when there is a:

If a Change in Control were to take place as of February 3, 2018,2, 2019, or if the executives were to be terminated without Good Cause or resigned for Good Reason at such date, the estimated benefits that would be provided to named executive officers are as follows:

For fiscal 2018,2019, the compensation program for all executive officers will include all of the elements set forth above under the caption "Elements of Executive Compensation" which describedpreviously set forth in this proxy statement describing the fiscal 2017 Compensation Program.2018 compensation program. Information concerning specific elements for fiscal 2018 are2019 is as follows:

Base salaries for fiscal 20182019 for the named executive officers included in the Summary Compensation Table are as follows:

Incentive cash bonuses are proposed to be paid in accordance with the 20182019 Management Incentive Plan, which Plan is subject to the approving vote of the stockholders at the Annual Meeting. Reference is made to Proposal 3 and Exhibit A for a full description of the 20182019 Management Incentive Plan.

Non-Vested Stock was granted by the Compensation Committee in accordance with the Amended and Restated 2005 Restricted Stock Plan. ThisThe Amended and Restated 2005 Restricted Stock Plan was last approved by stockholders at the Annual Meeting of Stockholders of the Company held on May 31, 2013 and certain amendments towas amended at the Plan are included for stockholder approval as Proposal 4.Meeting held June 1, 2018. The Amended and Restated 2005 Restricted Stock Plan permits the Company, acting by the Compensation Committee, to grant awards of Non-Vested Stock, including performance awards. The Amended and Restated 2005 Restricted Stock Plan grants the Compensation Committee the authority to determine and select the Performance Criteria and the applicable Performance Period, and to establish Performance Goals, without further stockholder approval, so long as the Performance Criteria, Performance Period, and Performance Goals are consistent with the Amended and Restated 2005 Restricted Stock Plan as approved by the stockholders.

As of February 4, 2018,3, 2019, the Compensation Committee granted shares of Non-Vested Stock pursuant to the Amended and Restated 2005 Restricted Stock Plan to the named executive officers as follows:

The following table summarizes the total compensation paid or accrued by the Company to or on behalf of the Company's Chief Executive Officer, Chief Financial Officer, and each of the three next most highly compensated executive officers of the Company (collectively, "named executive officers" as previously referenced in this proxy) for the fiscal year ended February 3, 2018:2, 2019:

The following table sets forth, as to our named executive officers, information concerning Non-Vested Stock granted during the fiscal year ended February 3, 2018,2, 2019, net of shares forfeited due to the Company not achieving all of the performance objectives required for the full vesting of the shares granted January 31, 2017:February 4, 2018:

For fiscal 2017,2018, the Company achieved two of the three secondary performance goals, resulting in the eligibility for vesting for 50% of the shares of the performance based Non-Vested Stock granted for fiscal 20172018 and the forfeiture of the remaining 50% of the fiscal 20172018 grants of performance based shares, according to the terms of the Plan. All grants of non-performance based Non-Vested Stock are eligible for vesting, according to the terms of the Amended and Restated 2005 Restricted Stock Plan. Karen B. Rhoads retired from the Company effective February 3, 2018, resulting in the forfeiture of all unvested shares as of that date.

The following table sets forth outstanding stock option awards classified as exercisable or unexercisable for each of the Company’s named executive officers as of February 3, 20182, 2019 and the number of shares of Non-Vested Stock that have not vested as of February 3, 20182, 2019 and the market value of those shares as of that date:

There have been no stock options granted to executive officers since fiscal 2004, and, as of February 3, 2018,2, 2019, all stock options granted to the named executive officers were vested and fully exercised, resulting in no reported exercisable or unexercisable options in the above table. The shares of performance based Non-Vested Stock vest over a 4four year period with 20% vesting upon certification of achievement of performance objectives and 20% vesting at the following fiscal year-end, followed by 30% vesting at each of the next two fiscal year-ends. For fiscal 2017,2018, the Company achieved two of the three secondary performance objectives, resulting in the eligibility for vesting for 50% of the shares of performance based Non-Vested Stock granted for fiscal 20172018 and the forfeiture of the remaining 50% of the fiscal 20172018 grants of performance based shares, according to the terms of the Plan. The shares of non-performance based Non-Vested Stock vest over a 4four year period with 20% on the last day of the fiscal year for which they are granted and 20% vesting at the following fiscal year-end, followed by 30% vesting at each of the next two fiscal year-ends, according to the terms of the Plan. Karen B. Rhoads retired from the Company effective February 3, 2018, resulting in the forfeiture of all unvested shares as of that date.

The following table sets forth stock options exercised and Non-Vested Stock acquired on vesting, for each of the Company’s named executive officers, during the fiscal year ended February 3, 2018,2, 2019, and the value realized upon exercise and vesting of the options and shares, respectively:

The following table sets forth earnings, distributions, and balances for each of the named executive officers under the Company’s non-qualified deferred compensation planNon-Qualified Deferred Compensation Plan for the fiscal year ended February 3, 2018:2, 2019:

Beginning with fiscal 2017, theThe Company is required to include in its proxy statement disclosure ofdisclose the ratio of the total annual compensation of the Company’s President and Chief Executive Officer to the total annual compensation of the Company’s “median employee.” The Company identified its “median employee” using 20172018 W-2 earnings for all teammates, excluding the President and Chief Executive Officer, who were employed by the Company as of December 31, 2017.2018. After identifying the “median employee” based on 20172018 W-2 earnings, the Company calculated the total annual compensation for that “median employee” using the same methodology that was applied for the Company’s named executive officers, as set forth in the Summary Compensation Table above. The Company’s total number of teammates varies seasonally, with the majority being part-time teammates and more than 85% working in the Company’s retail stores. The Company’s “median employee” works for the Company in a retail store on a part-time basis.

The total annual compensation for fiscal 20172018 for the President and Chief Executive Officer was $3,028,705,$3,031,619, and for the Company’s “median employee” was $5,890.$6,332. The resulting ratio of the Company’s President and Chief Executive Officer’s pay to the pay of the Company’s “median employee” for fiscal 20172018 is 514.2478.8 to 1.0.

The Compensation Committee has reviewed and discussed with management of the Company the Compensation Discussion and Analysis which appears in this proxy statement under the captions “Compensation Discussion and Analysis” and “Executive Compensation and Other Information” and is required by Item 402(b) of SEC Regulation S-K.

Based upon such review and discussions, we recommended to the Board that such Compensation Discussion and Analysis be included in this proxy statement.

For the years ended February 2, 2019 and February 3, 2018, and January 28, 2017, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates. Subject to stockholder ratification, the Audit Committee has re-appointed the firm of Deloitte & Touche LLP, an independent registered public accounting firm, as independent registered public accountants to audit the financial statements of the Company for the fiscal year ended February 2, 2019.1, 2020. Deloitte & Touche LLP has served as the independent auditors of the Company since December 1990.

Aggregate fees billed to the Company for services rendered were $546,000$523,600 and $536,449$546,000 for the years ended February 2, 2019 and February 3, 2018, and January 28, 2017, respectively, and were composed of the following:

The aggregate fees and expenses billed for the audit of the Company’s annual financial statements for the fiscal years ended February 2, 2019 and February 3, 2018, and January 28, 2017, for services related to the audit of the company’s internal control over financial reporting, and for the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q for the fiscal years were $440,000 and $440,000, respectively.

The aggregate fees billed for audit-related services for the fiscal years ended February 2, 2019 and February 3, 2018 and January 28, 2017 were $24,500 and $24,500, respectively. These fees relate to the audit of the Company’s 401(k) Plan for the plan years ended December 31, 20162017 and 2015,2016, as well as services provided in connection with certain other SEC filings for fiscal 20172018 and fiscal 2016.2017.

The aggregate fees billed for tax services for the fiscal years ended February 2, 2019 and February 3, 2018 were $59,100 and January 28, 2017 were $81,500, and $71,949, respectively. These fees relate to services provided for the preparation of state and federal income tax returns in fiscal 20172018 and 2016.2017. For both fiscal years, the fees also included services related to amending of certain federal and state income tax returns.

The aggregate fees for services not included above were $0 for the fiscal years ended both February 2, 2019 and February 3, 2018 and January 28, 2017.2018.

One or more representatives of Deloitte & Touche LLP are expected to be present at the Meeting. They 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.

WITH RESPECT TO PROPOSAL 2, THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

The Board of Directors believes that the continued success of the Company depends on its ability to attract, retain, and motivate key employees. Accordingly, the Compensation Committee of the Board of Directors has reviewed the Company’s executive incentive compensation program and recommends that the Company’s stockholders approve the 20182019 Management Incentive Plan (the “2018“2019 Incentive Plan”), which is set forth in Exhibit “A” to this proxy statement.

The following discussion is qualified in its entirety by reference to the text of the 20182019 Incentive Plan.

The 20182019 Incentive Plan is a modeled after the 20172018 Management Incentive Plan approved by the stockholders of the Company at the Annual Meeting held in 20172018 (the “2017“2018 Incentive Plan”). The 20182019 Incentive Plan is a one-year plan designed to motivate the Company’s key employees to improve stockholder value by linking a portion of their compensation to the Company’s financial performance. The 20172018 Incentive Plan was also a one-year plan designed to motivate the Company’s key employees to improve stockholder value by linking a portion of their compensation to the Company’s financial performance.

The goals of the Compensation Committee with regard to cash compensation are:

The 20182019 Incentive Plan is administered by the Compensation Committee of the Board of Directors. In administering the 2017 Incentive Plan, all decisions and determinations must be made solely by the members of the Compensation Committee who are “Outside Directors.”Board.

Any employee of the Company whose performance the Compensation Committee determines can have a significant effect on the success of the Company - designated a Key Employee by the Plan - will be granted an annual incentive Cash Award under the 20182019 Incentive Plan. Because the number of Key Employees may change over time and because the selection of participants is discretionary, it is impossible to determine the number of persons who will be eligible for awards under the 20182019 Incentive Plan during its term. However, it is anticipated that tennine persons will receive Cash Awards for fiscal 20182019 under the 20182019 Incentive Plan.

The 20182019 Incentive Plan includes the creation of a Bonus Pool as a cash incentive for executives. This Bonus Pool will be calculated utilizing Pre-Bonus Net Income as the key performance metric. Dollars will be added to the Bonus Pool in two methods: (i) 1.2% of fiscal 2018's2019's Pre-Bonus Net Income ("Applicable Percentage Amount") will be included as a Base Amount; and (ii) if fiscal 2018's2019's Pre-Bonus Net Income exceeds the Company's Target Pre-Bonus Net Income Amount, then a percentage of the amount above the Target will be added to the Base Amount in calculating the total Bonus Pool, as outlined in Exhibit A. Bonus Pool Awards pursuant to the 20182019 Incentive Plan will be in addition to base salaries.

Each participant in the 20182019 Incentive Plan shall receive a Cash Award equal to 100% of the participant’stheir respective share of the Bonus Pool. The President and Chief Executive Officer’s share of the Bonus Pool is 37 points (approximately 37% of the allocated points) and the share of each other participant in the Bonus Pool shall be determined by the President and Chief Executive Officer prior to the first day of each plan year (or immediately upon adoption of the Plan).

No Cash Award payment for the year may be made to an executive until the Company’s Pre-Bonus Net Income for the year is certified by the Compensation Committee. A Participantparticipant shall not be entitled to receive payment of an Award unless such participant is still in the employ of the Company on the last day of the fiscal year for which the Cash Award is earned.

The Committee may amend the 20182019 Incentive Plan from time to time, provided that no amendment to the 20182019 Incentive Plan shall be effective unless approved by the Company’s stockholders.

No Cash Awards have been granted under the 20182019 Incentive Plan, and it is not determinable what Cash Awards will be received by any employee under the 20182019 Incentive Plan. However, the following table provides information concerning the Cash Award that would have been received by each of the following persons and groups for the last completed fiscal year had the 20182019 Incentive Plan been in effect:

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.

WITH RESPECT TO PROPOSAL 3, THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR APPROVAL OF THE COMPANY’S 20182019 MANAGEMENT INCENTIVE PLAN.

The Audit Committee consists of sixseven members of the Board, each of whom is independent of the Company and its management, as defined by the New York Stock Exchange listing standards.Listing Standards.

The Audit Committee also has received from Deloitte & Touche LLP the written disclosures and the letter required by the PCAOB Ethics and Independence Rule 3526 (communicating with Audit Committees concerning independence) and has discussed with Deloitte & Touche LLP their independence from the Company. The audit committeeAudit Committee also has considered whether the provision of non-audit services to the Company is compatible with the independence of Deloitte & Touche LLP.

Based on the review and discussion referred to above, the Audit Committee recommended to the Board that the February 3, 20182, 2019 audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended February 3, 2018 to be2, 2019 filed with the Securities and Exchange Commission.

This report was submitted by the Audit Committee of the Board, which during the fiscal year ended February 3, 20182, 2019 was comprised of:

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.

Although the date for the Annual Stockholders' meetingMeeting to be held in 20192020 has not been set, the rules adopted by the Securities and Exchange Commission require that this statement disclose the date by which stockholders’ proposals must be received by the Company in order to be included in next year's proxy statement. According to those rules, a stockholder's proposal should be received by the Company at its office in Kearney, Nebraska on or before December 21, 2018.26, 2019.

By Order of the Board of Directors,

Kyle L. Hanson,Brady M. Fritz, Secretary

April 20, 201824, 2019