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	Shares of Common Stock
Name of Beneficial Owner	Total Beneficial Ownership		Percent

5% Stockholders
Blackrock, Inc. (2)	4,722,739		9.5%
The Vanguard Group (3)	3,507,426		7.1%
FMR LLC (4)	2,935,086		5.9%

Directors, Nominees, and Named Executive Officers
Daniel J. Hirschfeld	16,200,000		32.3%
Dennis H. Nelson	2,481,841	(1)	5.0%
Thomas B. Heacock	342,696		*
Kari G. Smith	209,414		*
Hank M. Bounds	9,750		*
Bill L. Fairfield	46,308		*
Bruce L. Hoberman	36,380		*
Michael E. Huss	25,062		*
Angie J. Klein	7,500		*
John P. Peetz, III	22,623		*
Karen B. Rhoads	230,983		*
James E. Shada	91,539		*
Brett P. Milkie	127,050		*
Robert M. Carlberg (5)	108,845	(1)	*

All executive officers and Directors as a group (17)	20,137,057	(1)	40.2%

Shares of Common Stock
Name of Beneficial Owner
Total Beneficial
Ownership
Percent

5% Stockholders
FMR LLC (2) 7,352,729
15.0%
Blackrock, Inc. (3) 4,123,876
8.4%
The Vanguard Group (4) 3,147,842
6.4%

Directors, Nominees, and Named Executive Officers
Daniel J. Hirschfeld 16,200,000
32.9%
Dennis H. Nelson 3,199,118
(1) 6.5%
Thomas B. Heacock 73,962
*
Kari G. Smith 198,014
*
Hank M. Bounds 3,000
*
Robert E. Campbell 32,464
*
Bill L. Fairfield 44,808
*
Bruce L. Hoberman 39,280
*
Michael E. Huss 19,312
*
John P. Peetz, III 26,373
*
Karen B. Rhoads 247,437
*
James E. Shada 104,789
*
Brett P. Milkie 101,850
*
Robert M. Carlberg 113,634
(1) *

All executive officers and Directors as a group (19) 20,599,693
(1) 41.8%

(1)These amounts include shares owned within the respective officer's 401(k) accounts for which the voting power is held by Empower. Share amounts include Dennis H. Nelson with 12,137, Robert M. Carlberg with 28,305, and all executive officers and Directors as a group with 54,463.

(2)Shares owned by Blackrock, Inc. are those reported in its most recent Form 13G/A, as filed with the SEC on February 1, 2022. The address of Blackrock, Inc. is 55 E. 52nd St., New York, NY 10055.

(3)Shares owned by The Vanguard Group are those reported in its most recent Form 13G/A, as filed with the SEC on February 9, 2022. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)Shares owned by FMR LLC are those reported in its most recent Form 13G/A, as filed with the SEC on February 9, 2022. The address of FMR LLC is 245 Summer St., Boston, MA 02210.

(5)Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year. Shares owned by Mr. Carlberg are those reported in his most recent Form 4, as filed with the SEC on January 31, 2022.

Daniel J. Hirschfeld, age ~~77.~~80. Mr. Hirschfeld is Chairman of the Board of the Company. He has served as Chairman 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. The Board believes that Mr. Hirschfeld’s 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 Company’s challenges and opportunities.

Dennis H. Nelson, age ~~69.~~72. Mr. Nelson is President and Chief Executive Officer and a Director of the Company. He has served as President and a Director since April 19, 1991. Mr. Nelson was elected as Chief Executive Officer by the Board on March 17, 1997. Mr. Nelson began his career with the Company in 1970 as a part-time salesperson 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. The Board believes that Mr. Nelson’s experience with the Company for over ~~forty-five~~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 Company’s operations and the markets in which the Company operates.

Thomas B. Heacock, age ~~41.~~44. Mr. Heacock is Senior Vice President of Finance, Treasurer, Chief Financial Officer, and a Director of the Company. He was elected a Director on December 4, 2017. Mr. Heacock 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. He has been employed by the Company since October 2003 and served as Vice President of Finance, Treasurer, and Corporate Controller prior to his appointment as Chief Financial Officer. Prior to joining the Company, he was employed by Ernst & Young, LLP. Mr. Heacock is the son-in-law of Dennis H. Nelson, who serves as President and Chief Executive Officer and a Director of the Company. 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 provided the Board with valuable knowledge and insight.

Kari G. Smith, age ~~55.~~58. Ms. Smith is Executive Vice President of Stores and a Director of the Company. She was elected a Director effective February 4, 2018, and was appointed Executive Vice President of Stores on February 13, 2014, after having served as Vice President of Sales since May 2001. Ms. Smith joined the Company in May 1978 as a part-time salesperson. Later she became store manager in Great Bend, Kansas and then began working with other stores as an area manager. Ms. Smith has continued to develop her involvement with the sales management team, helping with manager meetings and the development of new store managers, as well as providing support for store managers, area managers, and district managers. 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.

Hank M. Bounds, age ~~52.~~ 54.Mr. Bounds has been a Director of the Company since September 17, 2018. ~~He currently serves~~Since August 2019, he has been a full professor at the University of South Alabama, an educational consultant and executive leadership coach, and President Emeritus of the University of Nebraska. Prior to that time, Mr. Bounds served as the President of the University of Nebraska ~~a position he has held since~~from April 13, 2015. In March 2019, Mr. Bounds announced that he would transition from his role as President of the University of Nebraska to an educational consultant and to a teaching role at the University of South Alabama later in2015 until August 2019. Mr. Bounds began his career as a high school teacher, then rose to principal, superintendent, and state superintendent before becoming Mississippi’s commissioner of higher education in 2009, a position he held until his appointment as the seventh President of the University of Nebraska in 2015. The Board believes that Mr. Bounds's current and previous experiences, including leadership ~~role~~ for a university that enrolls nearly 53,000 students and employs over 14,000 faculty and staff, ~~and operates with an annual budget in excess of $2.6 billion~~ provides him with valuable insight into many aspects of the Company's financial and administrative operations.

Bill L. Fairfield, age ~~72.~~75. Mr. Fairfield has served as a Director of the Company since May 30, 1996. From 2016 to present, Mr. Fairfield and his family have owned and operated Dundee Granite, LLC, a fabricator of natural stone products for residential and commercial use. Prior to such time, 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. In 2003 and 2004, Mr. Fairfield was Executive Vice President of Sitel Corporation, and from 1991 until October 2000, Mr. Fairfield was President and Chief Executive Officer of Inacom Corp., a technology management services company. Prior to 1991, Mr. Fairfield was Chief Executive Officer of Valcom, the predecessor company to Inacom Corp. The Board believes that Mr. Fairfield’s 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.

Bruce L. Hoberman, age ~~72.~~ 75.Mr. Hoberman has served as a Director of the Company since June 2, 2000. ~~He is currently~~From 2003 to February 2020, he served as the Chairman of the Board of Proxibid, Inc., an internet auction service provider ("Proxibid"). He ~~previously~~also served as President and Chief Executive Officer of Proxibid starting in 2003, stepping down from his President role in 2010, and later retiring from his CEO position in September 2012. Mr. Hoberman was Founder and President of Homer’s, Inc., a music retail chain and distribution company based in Omaha, Nebraska, from 1971 to 1993. The Board believes that Mr. Hoberman’s experience with a music retail chain and his experience and involvement with Proxibid allows him to provide insight in retail, technology, and financial matters.

Michael E. Huss, age ~~64.~~67. Mr. Huss has served as a Director of the Company since May 29, 2009. In 2016, Mr. Huss retired from his positions as General Counsel for Mutual of Omaha Bank and Deputy General Counsel and Corporate Secretary for the Mutual of Omaha Companies. Mr. Huss first joined Mutual of Omaha in 1993, holding various positions throughout his career. Prior to joining the Mutual of Omaha Companies, Mr. Huss practiced law as a partner at the Kutak Rock law firm in Omaha, Nebraska, and was a certified public accountant in San Diego, California. The Board believes that Mr. Huss’s 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, allow him to provide insight in accounting, audit, compliance, and financial matters. From his years of experience in accounting and law, he has knowledge and understanding of generally accepted accounting principles and auditing standards and how they should be applied to financial reporting systems. Mr. Huss serves on the Company’s Audit Committee and meets the SEC definition of an audit committee financial expert.

Angie J. Klein, age 44. Ms. Klein has been a Director of the Company since December 2, 2019. Ms. Klein currently serves as the CEO of Visible, the first all-digital wireless carrier in the US, owned by Verizon, a position she has held since May 2021. Prior to such time, she served as both Senior Vice President and Vice President of Consumer Segment Marketing for Verizon Communications since April 2017. Ms. Klein has been employed by Verizon since July 2001, serving in several roles of increasing leadership and responsibility. Prior to her most recent positions, she held several Vice President roles at Verizon from 2012 to 2017, including Vice President of New Product Innovation Marketing, Vice President of Fios Distribution and Sales Acquisition Strategy, and Vice President of Northeast Marketing and Sales. A native Nebraskan, Ms. Klein is a graduate of the University of Nebraska-Lincoln. The Board believes that Ms. Klein's executive leadership experience at Verizon allows her to provide insight in retail and consumer marketing matters.

John P. Peetz, III, age ~~69.~~72. Mr. Peetz has served as a Director of the Company since June 2, 2006. Mr. Peetz currently serves in an of counsel role for Peetz & Company, a Lincoln, Nebraska, based company providing strategic counsel in government and corporate affairs. Mr. Peetz previously served as Executive Vice President for Crete Carrier Corporation, one of the largest privately held trucking companies in the United States, located in Lincoln, Nebraska. He held this position from 1991 to May 2010 and held other positions with that organization prior to that date. He also previously served as President of Shaffer Trucking, the refrigerated carrier division of Crete Carrier, until his retirement from the company in December 2014. Mr. Peetz practiced law in Sidney, Nebraska, with the firm of Peetz, Peetz & Sonntag prior to joining Crete Carrier Corporation and its affiliated companies in 1988 as General Counsel. The Board believes that Mr. Peetz’s 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.

Karen B. Rhoads, age ~~60.~~63. Ms. Rhoads has been a Director of the Company since April 19, 1991, and previously served as Senior Vice President of Finance and Chief Financial Officer of the Company. 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. Ms. Rhoads began working for the Company in the corporate office in November 1980 (while attending college) and later worked part-time on the sales floor. Ms. Rhoads practiced as a CPA for 6 1/2 years, during which time she began working on tax and accounting matters for the Company as a client, before returning to work full-time for the Company in November 1987. The Board believes that Ms. Rhoads’s experience in public accounting, coupled with her longstanding experience with the Company, allows her to provide valuable insight into the Company’s financial operations.

James E. Shada, age ~~63.~~66. Mr. Shada has been a Director of the Company since March 11, 2002. Mr. Shada previously served as Vice President of Sales and Executive Vice President of Sales since April 19, 1991. Effective March 27, 2009, Mr. Shada retired from the Company, after stepping down from his executive position on June 30, 2008. Mr. Shada began his career with the Company in November 1978 as a part-time salesperson while attending Kearney State College (now the University of Nebraska-Kearney). He later served as a store manager for the Company before returning to the corporate office in 1985 as the Company's sales manager. He was also involved in site selection and the development and education of personnel as store managers and as area and district managers. The Board believes that Mr. Shada’s prior experience with the Company as Executive Vice President of Sales allows him to provide special insights on the Company’s sales operations.

The Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the ~~Corporate~~Nominating, Governance, and ~~Nominating~~Corporate Social Responsibility Committee. Except for the Executive Committee, whose members are all executive officers of the Company, all committee members meet the independence requirements of the United States Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). The charters of the three committees listed in the table herein are available on the Company’s website at www.buckle.com and upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, Nebraska 68848. Current committee members are as listed:

~~Corporate~~Nominating, Governance, and

~~Nominating~~ Corporate Social Responsibility Committee

The Board has adopted Corporate Governance Guidelines to assist in the exercise of its responsibilities. These Guidelines are available free of charge on the Company's website at www.buckle.com or upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848.

The Company has aan Amended and Restated Code of Business Conduct and Ethics (the "Code of Ethics") that applies to all employees, including the Chief Executive Officer and the Chief Financial Officer, as well as all members of the Board. On December 3, 2021, the Board adopted certain amendments to the Code of Ethics to simplify the communication of Buckle’s expectations to stakeholders while modernizing the layout and format of the Code of Ethics for readability. The Code of Ethics is available free of charge on the Company's website at www.buckle.com or upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848.

Stockholders or other interested parties may contact an individual Director, the Board as a group, or the non-employee Directors as a group, by writing to: Board of Directors or Directors, c/o Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848. The communication should specify the applicable addressee(s) to be contacted as well as the address and telephone number of the person submitting the communication. The Board has instructed the Corporate Secretary to review all communications to the Board and to only distribute if appropriate to the duties and responsibilities of the Board. The Board has instructed the Corporate Secretary to not forward communications determined to be primarily commercial in nature, that relate to an improper or irrelevant topic, or that request general information about the Company. Communications regarding accounting, internal accounting controls, or auditing matters may also be reported to the Company's Board using the above address or through The Buckle Ethics Hotline. Information about how to contact The Buckle Ethics Hotline is available on the Company's website at www.buckle.com and in the Company's Code of Ethics.

Executive Committee. The Executive Committee has the power and authority of the Board to manage the affairs of the Company between meetings of the Board. The Executive Committee establishes compensation for all non-officer employees of the Company. The Executive 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, Thomas B. Heacock, and Kari G. Smith.

Audit Committee. The Audit Committee meets with the Company's Chief Financial Officer, internal auditors, and independent accountants to review the scope of auditing procedures, policies relating to internal controls, and the Company's public financial statements. The Board has determined that the Company has at least one Audit Committee member that meets the requirements of a financial expert. For fiscal ~~2018,~~2021, Michael E. Huss, who served on the Audit Committee and fulfilled the Audit Committee financial expert role, was independent with respect to the Company and its management.

Compensation Committee. The Compensation Committee is responsible for establishing the Company’s philosophy, policies, and strategies relating to executive compensation and for evaluating the performance of the Company’s Chief Executive Officer. The Compensation Committee also administers the Amended and Restated 2005 Restricted Stock Plan and the Company’s incentive plans for management.

Nominating, Governance, and Corporate Social Responsibility Committee. Effective December 3, 2021, the Board approved a change to the name of what was formerly known as the Corporate Governance and Nominating ~~Committee.~~ ~~The Corporate~~Committee to the Nominating, Governance, and ~~Nominating~~Corporate Social Responsibility Committee ("NGCSR Committee") which took immediate effect. In addition to changing such Committee's name, the Board expanded the scope of the NGCSR Committee's responsibilities to include oversight responsibility for environmental, social, and governance ("ESG") issues related to the Company's operations. The name change and expanded scope of responsibility for the NGCSR Committee reflects the Company's continuing efforts to mature its ESG approach and initiatives.

In addition to the broadened scope of responsibilities noted above, the NGCSR Committee is responsible for researching and recruiting qualified new members for the Company’s Board. In considering whether to recommend any candidate for inclusion in the slate of recommended Director nominees, the ~~Corporate Governance and Nominating~~NGCSR Committee applies the criteria set forth in the Company’s Corporate Governance Guidelines. These criteria include the candidate’s independence, integrity, experience, sound judgment in areas relevant to the Company's business, and willingness to commit sufficient time to the Board, all in the context of an assessment of the perceived needs of the Board at that point in time. The ~~Corporate Governance and Nominating~~NGCSR Committee seeks nominees with a broad diversity of experience, professions, skills, and backgrounds. The ~~Corporate Governance and Nominating~~NGCSR Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the Directors, considered as a group, should provide a significant breadth of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities. The ~~Corporate Governance and Nominating~~NGCSR Committee is also responsible for reviewing the Company’s Corporate Governance Guidelines and recommending to the Board any modifications the Committee deems appropriate. The ~~Corporate Governance and Nominating~~NGCSR Committee is charged with overseeing the evaluation and reporting to the Board on the performance and effectiveness of the Board and its committees. The ~~Corporate Governance and Nominating~~NGCSR Committee will consider nominees for Directors recommended by stockholders of the Company and will evaluate such nominees using the same criteria used to evaluate Director candidates otherwise identified by the Committee. Stockholders wishing to make such recommendations should write to: ~~Corporate~~Nominating, Governance, and ~~Nominating~~Corporate Social Responsibility Committee, c/o Corporate Secretary, The Buckle, Inc., ~~P. O.~~P.O. Box 1480, Kearney, NE 68848. Persons making submissions should include the full name and address of the recommended nominee, a description of the proposed nominee’s qualifications, and other relevant biographical information.

The following table summarizes the compensation paid to the Company’s non-employee Directors for the fiscal year ended ~~February 2, 2019:~~January 29, 2022:


									Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and NQDC Earnings	All Other Compensation	Total
Name (1)								Name (1)	($) (2)	($) (3)	($)	($)	($)	($)	($)
	Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and NQDC Earnings	All Other Compensation	Total
Name	($) (1)	($) (2)	($)	($)	($)	($)	($)

Hank M. Bounds (3)	12,000	17,588	—	—	—	—	29,588
Robert E. Campbell	26,000	44,100	—	—	—	—	70,100
Hank M. Bounds								Hank M. Bounds	40,000	88,470	—	—	—	—	128,470
Bill L. Fairfield	38,500	44,100	—	—	—	—	82,600	Bill L. Fairfield	52,000	88,470	—	—	—	—	140,470
Bruce L. Hoberman	30,000	44,100	—	—	—	—	74,100	Bruce L. Hoberman	44,000	88,470	—	—	—	—	132,470
Michael E. Huss	26,000	44,100	—	—	—	—	70,100	Michael E. Huss	40,000	88,470	—	—	—	—	128,470
Angie J. Klein								Angie J. Klein	40,000	88,470	—	—	—	—	128,470
John P. Peetz, III	34,000	44,100	—	—	—	—	78,100	John P. Peetz, III	48,000	88,470	—	—	—	—	136,470
Karen B. Rhoads	24,000	44,100	—	—	—	—	68,100	Karen B. Rhoads	40,000	88,470	—	—	—	—	128,470
James E. Shada	26,000	44,100	—	—	—	—	70,100	James E. Shada	40,000	88,470	—	—	—	—	128,470

(1)The Company's Chairman and founder, Daniel J. Hirschfeld, also serves on the Board of Directors. Mr. Hirschfeld, in his role as Chairman of the Board, is an executive officer of the Company and does not receive additional compensation for his Board service.~~Compensation-Stock Compensation.~~ The aggregate grant date fair value of non-vested shares granted to non-employee Directors in fiscal 2018 was $326,288. As of February 2, 2019, none of the Company's Directors had any stock options outstanding.

(2)The amount shown is the amount earned during fiscal 2021 by the Company’s non-employee Directors, including an annual retainer paid in quarterly installments and quarterly fees for the Chair of each committee.

(3)Reflects the aggregate grant date fair value of awards computed in accordance with FASB ASC 718, Compensation-Stock Compensation. The aggregate grant date fair value of shares of Non-Vested Stock granted to non-employee Directors in fiscal 2021 was $707,760. As of January 29, 2022, none of the Company's Directors had any stock options outstanding.


Name	Maximum Value of Accelerated Vesting of Stock Options ($)	Maximum Value of Accelerated Vesting of Non-Vested Shares ($)	Total ($)

Dennis H. Nelson	—	7,650,940	7,650,940
Thomas B. Heacock	—	1,166,084	1,166,084
Kari G. Smith	—	1,254,827	1,254,827
Brett P. Milkie	—	1,166,084	1,166,084
Robert M. Carlberg (1)	—	—	—

(1) Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, resulting in the forfeiture of all unvested shares as of that date.

Name
Maximum Value of
Accelerated Vesting of
Stock Options
($)

Maximum Value of
Accelerated Vesting of
Non-Vested Shares
($)

Total
($)

Dennis H. Nelson —
2,023,032
2,023,032
Thomas B. Heacock —
283,642
283,642
Kari G. Smith —
346,905
346,905
Brett P. Milkie —
318,575
318,575
Robert M. Carlberg —
318,575
318,575

Executive Compensation for Fiscal ~~2019~~2022

For fiscal ~~2019,~~2022, the compensation program for all executive officers will include all of the elements set forth above under the caption "Elements of Executive Compensation" previously set forth in this proxy statement describing the fiscal ~~2018~~2021 compensation program. Information concerning specific elements for fiscal ~~2019~~2022 is as follows:

Salaries for Fiscal ~~2019~~2022

Base salaries for fiscal ~~2019~~2022 for the ~~named executive officers~~Named Executive Officers included in the Summary Compensation Table are as follows:



Name						Base Salary ($)

Dennis H. Nelson						~~1,075,000~~1,175,000
Thomas B. Heacock						~~422,000~~520,000
Kari G. Smith						~~508,000~~590,000
Brett P. Milkie						~~482,000~~560,000
Robert M. Carlberg (1)						~~482,000~~—

(1) Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year.

Incentive Cash Bonuses under the ~~2019~~2022 Management Incentive Plan

The 2022 Incentive Plan is modeled after the 2021 Management Incentive Plan approved by the stockholders of the Company at the Meeting held in 2021 (the “2021 Incentive Plan”). The 2022 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 2021 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:

•to establish base salaries at a competitive level; and

•to establish a cash bonus program that rewards performance.

Incentive cash bonuses ~~are proposed to~~for fiscal 2022 will be be paid in accordance with the ~~2019~~2022 Management Incentive Plan. Beginning in 2022, the Company will no longer invite stockholders to vote on the Company's annual incentive plan as such vote is not required for adoption following changes in recent years to Section 162(m) of the Internal Revenue Code. Instead, the Company will provide a description of the 2022 Management Incentive Plan, ~~subject~~as adopted by the Board of Directors on April 18, 2022, in this proxy statement. Additionally, the 2022 Management Incentive Plan is set forth in Exhibit A attached hereto.

Description of the Incentive Plan

The 2022 Incentive Plan is administered by the Compensation Committee of the Board. The Committee’s powers include authority, within the limitations set forth in the 2022 Incentive Plan, to:

•select the persons to be granted Cash Awards;

•determine the time when Cash Awards will be granted;

•determine whether objectives and conditions for earning Cash Awards have been met; and

•determine whether payment of Cash Awards will be made at the end of an award period or deferred.

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 2022 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 2022 Incentive Plan during its term. However, it is anticipated that seven persons will receive Cash Awards for fiscal 2022 under the 2022 Incentive Plan.

The 2022 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 ~~approving vote~~Bonus Pool in two methods: (i) 1.2% of fiscal 2022's Pre-Bonus Net Income ("Applicable Percentage Amount") will be included as a Base Amount; and (ii) if fiscal 2022's Pre-Bonus Net Income exceeds the Company's Target Pre-Bonus Net Income Amount, then a percentage of the ~~stockholders at~~amount above the ~~Meeting. Reference~~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 2022 Incentive Plan will be in addition to base salaries.

Cash Awards

Each participant in the 2022 Incentive Plan shall receive a Cash Award equal to 100% of their 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 fiscal year (or immediately upon adoption of the plan).

No Cash Award payment for the year may be made to ~~Proposal 3 and Exhibit~~an executive officer until the Company’s Pre-Bonus Net Income for the year is certified by the Compensation Committee. A ~~for a full description~~participant shall not be entitled to receive payment of an Award unless such participant is still in the employ of the ~~2019 Management Incentive Plan.~~Company on the last day of the fiscal year for which the Cash Award is earned.

Non-Vested Stock

Non-Vested Stock was granted by the Compensation Committee in accordance with the Amended and Restated 2005 Restricted Stock Plan. The Amended and Restated 2005 Restricted Stock Plan was last approved by stockholders at the Meeting held May 31, 2013, ~~and was~~ amended ~~at the Meeting held~~on each of June 1, ~~2018.~~2018 and June 7, 2021. 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 3, 2019,~~January 30, 2022, the Compensation Committee granted shares of Non-Vested Stock pursuant to the Amended and Restated 2005 Restricted Stock Plan to the ~~named executive officers~~Named Executive Officers as follows:


Name	Performance Based Shares (#)	Non-Performance Based Shares (#)	Total Number of Non-Vested Shares (#)

Dennis H. Nelson	110,000	10,000	120,000
Thomas B. Heacock	16,000	2,400	18,400
Kari G. Smith	17,000	2,800	19,800
Brett P. Milkie	16,000	2,400	18,400
Robert M. Carlberg (1)	—	—	—

Name
Performance Based Shares
(#)
Non-Performance Based Shares
(#)
Total Number of Non-Vested Shares
(#)

Dennis H. Nelson 110,000
10,000
120,000
Thomas B. Heacock 15,000
2,400
17,400
Kari G. Smith 16,000
2,800
18,800
Brett P. Milkie 15,000
2,400
17,400
Robert M. Carlberg 15,000
2,400
17,400

(1) Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year.

For fiscal ~~2019,~~2022, as shown in the above table, the Company awarded both performance based and non-performance based shares.

Performance based shares awarded under the Amended and Restated 2005 Restricted Stock Plan ~~will vest according to~~include a primary performance ~~objectives~~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 ~~2019~~2022 Pre-Bonus Net Income, the next 25% of the shares granted will vest over four years if the Company’s fiscal ~~2019~~2022 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 ~~2019~~2022 Pre-Bonus Net Income increases at least 5.0% over the Target. IfPerformance based shares also include a secondary performance feature enabling vesting for up to 100% of the ~~Company does not achieve a 2.5% increase over the Target for Pre-Bonus Net Income,~~shares granted as follows: 25% of the shares granted will vest over four years 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 over four years 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~~ an additional 25% of the shares granted will vest over four years 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~~year, and the final 25% of the shares granted will ~~be forfeited~~vest over four years if the ~~Company does not achieve a 2.5% increase over the Target~~Company's Net Income from Operations (adjusted to excluded expenses recorded for ~~Pre-Bonus~~equity compensation) exceeds 20% of Net ~~Income~~Sales for the fiscal year. The primary and secondary performance features operate independently and the actual number of shares that vest will be the greater of the two amounts derived from the applicable calculation methods. Upon the Compensation Committee’s certification of the achievement of the performance results, 20% of the Non-Vested Stock Shares would vest immediately, with 20% vesting on ~~January 30, 2021,~~February 3, 2024, 30% on ~~January 29, 2022,~~February 1, 2025, and 30% on January ~~28, 2023.~~ 31, 2026.

Non-performance based shares awarded under the Amended and Restated 2005 Restricted Stock Plan are not subject to performance objectives and will vest over a period of four years as follows: 20% on January 28, 2023, 20% on February 3, 2024, 30% on February 1, ~~2020, 20% on January 30, 2021, 30% on January 29, 2022,~~2025, and 30% on January ~~28, 2023.~~ 31, 2026.

The employee must remain in the employ of the Company on the vesting date in order to become vested in both the performance based and the non-performance based shares.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation

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"~~"Named Executive Officers" as previously referenced in this ~~proxy)~~proxy statement) for the fiscal year ended ~~February 2, 2019:~~

January 29, 2022:

SUMMARY COMPENSATION TABLE

Name and Salary Bonus
Stock
Awards

Option
Awards

Equity
Incentive
Plan
Compensation

Change in
Pension
Value and
Non-
qualified
Deferred
Compensation
Earnings

All Other
Compensation
Total
Principal Position Year ($) ($) ($) (2) ($) ($) ($) ($) (1) ($)

Dennis H. Nelson 2018 999,996
620,983
1,274,000
—
—
—
136,640
3,031,619
President 2017 999,996
693,239
1,233,000
—
—
—
102,470
3,028,705
and CEO 2016 999,996
505,000
1,648,360
—
—
—
126,365
3,279,721

Thomas B. Heacock 2018 385,000
139,302
194,040
—
—
—
21,590
739,932
Senior Vice President 2017 305,000
140,139
164,400
—
—
—
18,368
627,907
of Finance and CFO (3)

Kari G. Smith 2018 490,000
151,889
211,680
—
—
—
21,350
874,919
Executive Vice President 2017 451,000
176,147
221,940
—
—
—
24,578
873,665
of Stores 2016 438,000
160,000
306,936
—
—
—
25,143
930,079

Brett P. Milkie 2018 465,000
139,302
194,040
—
—
—
25,045
823,387
Senior Vice President 2017 432,000
161,550
203,445
—
—
—
23,798
820,793
of Leasing 2016 420,000
150,000
281,358
—
—
—
24,259
875,617

Robert M. Carlberg 2018 465,000
139,302
194,040
—
—
—
25,041
823,383
Senior Vice President 2017 428,000
161,550
203,445
—
—
—
23,688
816,683
of Men's Merchandising 2016 416,000
150,000
281,358
—
—
—
24,143
871,501

~~(1)~~

Fiscal 2018 amounts include the Company's matching contribution into the 401(k) profit sharing plan for the plan year ended December 31, 2018, net of match forfeitures resulting from Actual Contribution Percentage testing. The Company matched 50% of the employees' deferrals not exceeding 6% of gross earnings and subject to dollar limits per Internal Revenue Code regulations. These amounts also include the Company’s matching contribution into The Buckle, Inc. Non-Qualified Deferred Compensation Plan, covering the executive officers for the plan year ended December 31, 2018. The Company matched 45% of each officer’s deferrals, except for the President and Chief Executive Officer whose match was 60% of deferrals, not exceeding 6% of gross earnings. For fiscal 2018, Other Compensation for Dennis H. Nelson also includes $67,344 of value added to earnings for personal usage of the Company’s airplanes.

~~(2)~~

Reflects the grant date fair value of performance based shares for which the performance objectives were achieved, plus the grant date fair value of the non-performance based shares. Such value is computed in accordance with FASB ASC 718, ~~Compensation-Stock Compensation~~, see Note J in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K. For fiscal 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 2018 and the forfeiture of the remaining 50% of the fiscal 2018 grants, according to the terms of the Plan. For the non-performance based Non-Vested Stock, all shares are eligible for vesting.


Name and		Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non- qualified Deferred Compensation Earnings	All Other Compensation	Total
Principal Position	Year	($) (3)	($)	($) (2)	($)	($)	($)	($) (1)	($)

Dennis H. Nelson	2021	1,150,000	5,969,398	4,718,400	—	—	—	156,411	11,994,209
President	2020	822,115	1,814,977	2,929,200	—	—	—	88,936	5,655,228
and CEO	2019	1,075,000	669,588	1,129,700	—	—	—	112,007	2,986,295

Thomas B. Heacock	2021	485,000	1,411,682	723,488	—	—	—	45,146	2,665,316
Senior Vice President	2020	445,846	429,217	449,144	—	—	—	25,183	1,349,390
of Finance and CFO	2019	422,000	158,348	172,062	—	—	—	22,778	775,188

Kari G. Smith	2021	554,000	1,532,683	778,536	—	—	—	36,156	2,901,375
Executive Vice President	2020	510,785	466,007	483,318	—	—	—	27,451	1,487,561
of Stores	2019	508,000	171,921	187,704	—	—	—	26,164	893,789

Brett P. Milkie	2021	525,000	1,411,682	723,488	—	—	—	34,386	2,694,556
Senior Vice President	2020	484,616	429,217	449,144	—	—	—	26,355	1,389,332
of Leasing	2019	482,000	158,348	172,062	—	—	—	25,119	837,529

Robert M. Carlberg (4)	2021	525,000	1,411,682	723,488	—	—	—	34,386	2,694,556
Senior Vice President	2020	484,616	429,217	449,144	—	—	—	26,355	1,389,332
of Men's Merchandising	2019	482,000	158,348	172,062	—	—	—	25,124	837,534

(1)Fiscal 2021 amounts include the Company's matching contribution into the 401(k) profit sharing plan for the plan year ended December 31, 2021, net of match forfeitures resulting from Actual Contribution Percentage testing. The Company matched 50% of the employees' deferrals not exceeding 6% of gross earnings and subject to dollar limits per Internal Revenue Code regulations. These amounts also include the Company’s matching contribution into The Buckle, Inc. Non-Qualified Deferred Compensation Plan, covering the officers for the plan year ended December 31, 2021. The Company matched 45% of each officer’s deferrals, except for the President and Chief Executive Officer whose match was 60% of deferrals, not exceeding 6% of gross earnings. For fiscal 2021, Other Compensation for Dennis H. Nelson and Thomas B. Heacock includes $41,058 and $11,840, respectively, of value added to earnings for personal usage of the Company’s airplanes.

(2)Reflects the grant date fair value of performance based shares for which the performance objectives were achieved, plus the grant date fair value of the non-performance based shares. Such value is computed in accordance with FASB ASC 718, Compensation-Stock Compensation, see Note J in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K. For fiscal 2021, the Company achieved the three primary performance goals, resulting in the eligibility for vesting of 100% of the shares of performance based Non-Vested Stock granted for fiscal 2021. For the non-performance based Non-Vested Stock, all shares are eligible for vesting.

~~(3)~~

Thomas B. Heacock 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. Compensation included for fiscal 2017 in the above table includes all compensation earned during the fiscal year.

(3)Dennis H. Nelson elected to forego his salary for a portion of fiscal 2020 due to the impact of COVID-19 on business operations. He received no base salary from March 22, 2020, through May 30, 2020, and 50% of his normal base salary from May 31, 2020, through July 25, 2020, at which time he resumed receiving his salary at his normal rate of pay. Similarly, the other Named Executive Officers agreed to a 20% salary reduction beginning April 5, 2020, due to the impact of COVID-19 on business operations. The other Named Executive Officers resumed their normal rate of pay on May 31, 2020. The amount of actual salary paid in fiscal 2020 is set forth in the Summary Compensation Table.

(4)Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth, as to ~~our named executive officers,~~the Company's Named Executive Officers, information concerning Non-Vested Stock granted during the fiscal year ended ~~February 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 February 4, 2018:~~January 29, 2022:

Estimated Future Payments

Under Non-Equity Incentive

Plan Awards

Estimated Future Payments

Under Equity Incentive Plan

Awards

All Other

Stock

Awards;

Number of Shares of

Stock or

All Other

Option

Awards;

Number of Securities Underlying

Exercise

or Base

Price of

Option

Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

Units

Options

Awards

Name

Date

($)

(#)

($/SH)

Dennis H. Nelson

~~2/4/2018~~1/31/2021

—

~~65,000~~120,000

—

N/A

Thomas B. Heacock

~~2/4/2018~~1/31/2021

—

~~9,900~~18,400

—

N/A

Kari G. Smith

~~2/4/2018~~1/31/2021

—

~~10,800~~19,800

—

N/A

Brett P. Milkie

~~2/4/2018~~1/31/2021

—

~~9,900~~18,400

—

N/A

Robert M. Carlberg (1)

~~2/4/2018~~1/31/2021

—

~~9,900~~18,400

—

N/A

(1) Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year. As such, Mr. Carlberg forfeited all shares which remained unvested on the date of his retirement.

For fiscal ~~2018,~~2021, the Company achieved ~~two of~~ the three ~~secondary~~primary performance goals, resulting in the eligibility for vesting for ~~50%~~100% of the shares of ~~the~~ performance based Non-Vested Stock granted for fiscal ~~2018 and the forfeiture of the remaining 50% of the fiscal 2018 grants of performance based shares,~~2021, according to the terms of the Amended and Restated 2005 Restricted Stock Plan. ~~All~~Additionally, 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.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth outstanding stock option awards classified as exercisable or unexercisable for each of the Company’s ~~named executive officers~~Named Executive Officers as of ~~February 2, 2019~~January 29, 2022, and the number of shares of Non-Vested Stock that have not vested as of ~~February 2, 2019~~January 29, 2022, and the market value of those shares as of that date:


	Option Awards					Stock Awards					Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plans Awards; Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards; Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)	Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards; Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)

Dennis H. Nelson	—	—	—	N/A	N/A	116,400	2,023,032	—	—	Dennis H. Nelson	—	—	—	N/A	N/A	209,500	7,650,940	—	—
Thomas B. Heacock	—	—	—	N/A	N/A	16,320	283,642	—	—	Thomas B. Heacock	—	—	—	N/A	N/A	31,930	1,166,084	—	—
Kari G. Smith	—	—	—	N/A	N/A	19,960	346,905	—	—	Kari G. Smith	—	—	—	N/A	N/A	34,360	1,254,827	—	—
Brett P. Milkie	—	—	—	N/A	N/A	18,330	318,575	—	—	Brett P. Milkie	—	—	—	N/A	N/A	31,930	1,166,084	—	—
Robert M. Carlberg	—	—	—	N/A	N/A	18,330	318,575	—	—
Robert M. Carlberg (1)										Robert M. Carlberg (1)	—	—	—	N/A	N/A	—	—	—	—

There have been no stock options granted to executive officers since fiscal 2004, and, as of ~~February 2, 2019,~~January 29, 2022, all stock options granted to the ~~named executive officers~~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 four year period with 20% vesting upon certification of achievement of performance objectives and 20% vesting at the ~~following~~end of the next fiscal ~~year-end,~~year thereafter, followed by 30% vesting at each of the next two fiscal year-ends. For fiscal ~~2018,~~2021, the Company achieved ~~two of~~ the three ~~secondary~~primary performance objectives, resulting in the eligibility for vesting for ~~50%~~100% of the shares of performance based Non-Vested Stock granted for fiscal ~~2018 and the forfeiture of the remaining 50% of the fiscal 2018 grants of performance based shares,~~2021, according to the terms of the Amended and Restated 2005 Restricted Stock Plan. The shares of non-performance based Non-Vested Stock vest over a four year period with 20% vesting on the last day of the fiscal year for which ~~they~~the shares 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 Amended and Restated 2005 Restricted Stock Plan.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth stock options exercised and Non-Vested Stock acquired on vesting, for each of the Company’s ~~named executive officers,~~Named Executive Officers, during the fiscal year ended ~~February 2, 2019,~~January 29, 2022, and the value realized upon exercise and vesting of the options and shares, respectively:


	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise	Value Realized on Exercise	Number of Shares Acquired on Vesting	Value Realized on Vesting
Name	(#)	($)	(#)	($)

Dennis H. Nelson	—	—	87,000	3,266,780
Thomas B. Heacock	—	—	13,300	498,740
Kari G. Smith	—	—	14,400	539,726
Brett P. Milkie	—	—	13,300	498,740
Robert M. Carlberg (1)	—	—	13,300	498,740

Option Awards Stock Awards

Number of Shares
Acquired on Exercise

Value Realized on
Exercise

Number of Shares
Acquired on Vesting

Value Realized on
Vesting
Name (#) ($) (#) ($)

Dennis H. Nelson —
—
57,500
1,046,990
Thomas B. Heacock —
—
6,430
116,517
Kari G. Smith —
—
9,960
179,457
Brett P. Milkie —
—
9,180
165,503
Robert M. Carlberg —
—
9,180
165,503
(1) Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year. As such, Mr. Carlberg forfeited all shares which remained unvested on the date of his retirement.

NON-QUALIFIED DEFERRED COMPENSATION

The following table sets forth earnings, distributions, and balances for each of the ~~named executive officers~~Named Executive Officers under the Company’s Non-Qualified Deferred Compensation Plan for the fiscal year ended ~~February 2, 2019:~~January 29, 2022:


	Executive Contributions Last FY	Registrant Contributions Last FY	Aggregate Earnings in Last FY		Aggregate Withdrawals/ Distributions	Aggregate Balance at Last FYE		Executive Contributions Last FY	Registrant Contributions Last FY	Aggregate Earnings in Last FY	Aggregate Withdrawals/ Distributions	Aggregate Balance at Last FYE
Name	($) (1)	($) (1) (2)	($) (3)		($)	($)	Name	($) (1)	($) (1) (2)	($) (3)	($)	($)

Dennis H. Nelson	101,744	61,046	84,371		—	5,907,821	Dennis H. Nelson	175,217	106,653	—	—	6,559,154
Thomas B. Heacock	31,426	13,986	(3,799	)	—	250,470	Thomas B. Heacock	53,676	24,606	58,201	—	612,455
Kari G. Smith	29,382	13,100	(34,797	)	—	1,710,885	Kari G. Smith	59,860	27,456	177,761	—	2,829,514
Brett P. Milkie	75,130	16,795	(55,597	)	—	2,999,940	Brett P. Milkie	111,968	25,686	206,937	—	4,283,579
Robert M. Carlberg	38,643	16,791	(29,807	)	—	1,632,170
Robert M. Carlberg (4)							Robert M. Carlberg (4)	86,215	25,686	333,492	—	2,787,033

(1)Amounts have been reported as compensation in the Summary Compensation Table set forth in this proxy statement.

(2)Consists of amounts earned for the plan year ended December 31, 2021, but not credited to the respective Named Executive Officer's account until paid in fiscal 2022.

(3)Amounts not included in the Summary Compensation Table, as they do not represent above-market or preferential earnings on compensation.

(4)Robert M. Carlberg, Senior Vice President of Men's Merchandising, retired from the Company effective January 29, 2022, the last day of the Company's fiscal year.

~~The Committee’s powers include authority, within the limitations set forth in the 2019 Incentive Plan, to:~~



~~Name~~		~~Cash Award~~ ~~($)~~

~~Dennis H. Nelson~~		~~620,983~~
~~Thomas B. Heacock~~		~~139,302~~
~~Kari G. Smith~~		~~151,889~~
~~Brett P. Milkie~~		~~139,302~~
~~Robert M. Carlberg~~		~~139,302~~
~~All Executive Officers (9 persons)~~		~~1,678,332~~
~~Non-Executive Officer Directors (0 persons)~~		—

The Company’s Board has adopted a charter for the Audit Committee that specifies the scope of the Audit Committee’s responsibilities and how it carries out those responsibilities. A copy of the Audit Committee Charter is available free of charge on the Company’s website, www.buckle.com, or upon written request to: Corporate Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848.

The Audit Committee has reviewed and discussed the Company’s ~~February 2, 2019~~January 29, 2022, audited financial statements with management and with Deloitte & Touche LLP, the Company’s independent registered public accounting firm. The Audit Committee also has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA Professional Standards Vol. 1 AU Section 380, Communication with Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3200-T.

The purpose of The Buckle, Inc. ~~2019~~2022 Management Incentive Plan is to reward the Company’s Executive Officers for increasing stockholder value by creating a bonus program that assures (on average) that increases in executive compensation will mirror increases in stockholder value.


2.	~~DEFINITIONS~~


A.	~~“Applicable Percentage Amount” means 1.20% of the current fiscal year Pre-Bonus Net Income.~~


B.	“Bonus Pool” means the amount calculated each Plan Year equal to: (i) the Applicable Percentage Amount plus (ii) the amount determined by multiplying the Increase in Pre-Bonus Net Income over the Target Amount by the current Plan Year Pre-Bonus Net Income Factor (based on the Increase in Pre-Bonus Net Income over the Target Amount).


C.	~~“Cash Award” or "Award" means any cash incentive payment made under the Plan.~~


D.	~~“Committee” means the Compensation Committee of The Buckle, Inc.’s Board of Directors, or such other committee designated by that Board of Directors.~~


E.	~~“Company” means The Buckle, Inc. and its subsidiary.~~


F.	~~“Executive Officers” means the officers of the Company designated as executive officers in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission.~~


G.	~~“GAAP” means generally accepted accounting principles consistently applied.~~


H.	~~“Increase” means the amount by which the Company’s Pre-Bonus Net Income in the current Plan Year exceeds the Target Amount.~~


I.	~~“Participant” means any individual to whom an Award is granted under the Plan.~~


J.	~~“Plan” means this Plan, which shall be known as The Buckle, Inc. 2019 Management Incentive Plan.~~


K.	~~“Plan Year” means a fiscal year of the Company.~~

“Pre-Bonus Net Income” means Pre-Bonus, Pre-Tax Net Income, which means the Company’s net income from operations after the deduction of all expenses, excluding (i) administrative and store manager percentage bonuses; (ii) book accruals for all Restricted Stock Compensation expense; and (iii) income taxes. In addition, “Pre-Bonus, Pre-Tax Net Income” shall exclude the full effect of any unusual, non-recurring or infrequent item of expense, including, but not limited to, an impairment charge, a restructuring charge, a change to generally accepted accounting principles, a regulatory change, a fine, a judgment, or related litigation costs, if any such unusual, non-recurring, and infrequent item exceeds $1,000,000.


M.	“Pre-Bonus Net Income Factor” means the factor set forth below with respect to the Increase in Pre-Bonus Net Income over the Target Amount, with each percentage being applied incrementally to dollars of growth in Pre-Bonus Net Income over the Target Amount in the current Plan year.



Increase in Pre-Bonus Net Income						Pre-Bonus Net Income Factor

> 0% to 10.0%						10.0%
> 10.0% to 15.0%						9.0%
> 15.0% to 20.0%						8.0%
> 20.0% to 25.0%						7.0%
> 25.0% to 30.0%						6.0%
> 30.0% to 45.0%						5.0%
> 45%						4.0%


N.	“Target Amount” means the amount established each fiscal year by the Compensation Committee with regard to Pre-Bonus Net Income. For the 2019 Management Incentive Plan, the Target was set at $170,000,000.

N.“Target Amount” means the amount established each fiscal year by the Compensation Committee with regard to Pre-Bonus Net Income. For the 2022 Management Incentive Plan, the Target was set at $240,000,000.


3.	~~ADMINISTRATION~~

3.ADMINISTRATION

The Plan shall be administered by the Committee. The Committee shall have the authority to:


~~(i)~~	~~interpret and determine all questions of policy and expediency pertaining to the Plan;~~

(i)interpret and determine all questions of policy and expediency pertaining to the Plan;


~~(ii)~~	~~adopt such rules, regulations, agreements, and instruments as it deems necessary for its proper administration;~~

(ii)adopt such rules, regulations, agreements, and instruments as it deems necessary for its proper administration;


~~(iii)~~	~~grant waivers of Plan or Award conditions;~~

(iii)grant waivers of Plan or Award conditions;


~~(iv)~~	~~accelerate the payment of Awards;~~

(iv)accelerate the payment of Awards;


~~(v)~~	~~correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any Award notice;~~

(v)correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any Award notice;


~~(vi)~~	~~take any and all actions it deems necessary or advisable for the proper administration of the Plan;~~

(vi)take any and all actions it deems necessary or advisable for the proper administration of the Plan; and


~~(vii)~~	~~adopt such Plan procedures, regulations, sub-plans, and the like as it deems are necessary to enable Executive Officers to receive Awards; and~~

(vii)adopt such Plan procedures, regulations, sub-plans, and the like as it deems are necessary to enable Executive Officers to receive Awards.


~~(viii)~~	~~amend the Plan at any time and from time to time, provided however than no amendment to the Plan shall be effective unless approved by the Company’s stockholders.~~

4.ELIGIBILITY


4.	~~ELIGIBILITY~~

All Executive Officers are eligible to become a Participant in the Plan.


5.	~~CASH AWARDS~~

Each Participant in the Plan shall receive a Cash Award calculated to be equal to 100% of the Participant’s share of the Bonus Pool. The President and Chief Executive Officer’s share of the Bonus Pool shall be 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).


B.	No payment of a Cash Award for the year may be made to an Executive Officer until the Company’s Pre-Bonus Net Income for the year is certified by the Committee. A Participant 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.


C.	~~The Company shall withhold all applicable federal, state, local, and foreign taxes required by law to be paid or withheld relating to the receipt or payment of any Cash Award.~~


6.	~~GENERAL~~


A.	Any rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. No Participant may create a lien on any funds or rights to which he or she may have an interest under the Plan, or which is held by the Company for the account of the Participant under the Plan.


B.	Participation in the Plan shall not give any Key Employee any right to remain in the employ of the Company. Further, the adoption of the Plan shall not be deemed to give any Executive Officer or other individual the right to be selected as a Participant or to be granted an Award.


C.	~~To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater that the rights of an unsecured creditor of the Company.~~


D.	~~The Plan shall be governed by and construed in accordance with the laws of the State of Nebraska.~~



		~~VOTE BY INTERNET - www.proxyvote.com~~5.CASH AWARDS A.Each Participant in the Plan shall receive a Cash Award calculated to be equal to 100% of the Participant’s share of the Bonus Pool. The President and Chief Executive Officer’s share of the Bonus Pool shall be 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). B.No payment of a Cash Award for the year may be made to an Executive Officer until the Company’s Pre-Bonus Net Income for the year is certified by the Committee. A Participant 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. C.The Company shall withhold all applicable federal, state, local, and foreign taxes required by law to be paid or withheld relating to the receipt or payment of any Cash Award. 6.GENERAL A.Any rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. No Participant may create a lien on any funds or rights to which he or she may have an interest under the Plan, or which is held by the Company for the account of the Participant under the Plan. B.Participation in the Plan shall not give any Executive Officer any right to remain in the employ of the Company. Further, the adoption of the Plan shall not be deemed to give any Executive Officer or other individual the right to be selected as a Participant or to be granted an Award. C.To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater that the rights of an unsecured creditor of the Company. D.The Plan shall be governed by and construed in accordance with the laws of the State of Nebraska. Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 PM ET on 6/2/2019 for shares held directly and by 11:59 PM ET on 5/30/2019 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
		~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~ If you would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
		~~VOTE BY PHONE - 1-800-690-6903~~ Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 PM ET on 6/2/2019 for shares held directly and by 11:59 PM ET on 5/30/2019 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
		~~VOTE BY MAIL~~ ~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~



~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS~~

	~~KEEP THIS PORTION FOR YOUR RECORDS~~
	~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~For~~

~~All~~

~~Withhold~~

~~All~~

~~For All~~

~~Except~~

~~To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.~~

~~The Board of Directors recommends you vote FOR the following:~~

~~Election of Directors~~

~~Nominees~~

~~01 Daniel J. Hirschfeld~~

~~02 Dennis H. Nelson~~

~~03 Thomas B. Heacock~~

~~04 Kari G. Smith~~

~~05 Hank M. Bounds~~

~~06 Bill L. Fairfield~~

~~07 Bruce L. Hoberman~~

~~08 Michael E. Huss~~

~~09 John P. Peetz, III~~

~~10 Karen B. Rhoads~~

~~11 James E. Shada~~

~~The Board of Directors recommends you vote FOR proposals 2 and 3.~~

~~For~~

~~Against~~

~~Abstain~~

~~Proposal to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending February 1, 2020.~~

~~Proposal to approve the Company's 2019 Management Incentive Plan.~~

~~NOTE: Such other business as may properly come before the meeting or any adjournments or postponements thereof.~~

Please sign exactly has your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.~~



~~THE BUCKLE, INC.~~
~~2407 West 24th Street, Kearney, Nebraska 68845~~
~~This proxy is solicited by the Board of Directors~~

The undersigned hereby appoints Daniel J. Hirschfeld 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 29, 2019 at the Annual Meeting of the Stockholders to be held on June 3, 2019, or any adjournment thereof. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

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 PROPOSALS 2 AND 3.


~~Continued and to be signed on reverse side~~

*** Exercise Your ~~Right~~ to Vote ***

~~Important Notice Regarding the Availability of Proxy Materials for the~~

~~Stockholder Meeting to Be Held on June 3, 2019.~~



~~Meeting Information~~
~~Meeting Type:~~		~~Annual Meeting~~
~~For holders as of:~~		~~March 29, 2019~~
~~Date:~~ ~~June 3, 2019~~ ~~Time:~~ ~~10:00 AM CDT~~
~~Location:~~	~~Buckle Corporate Office~~
	~~2410 Country Club Lane~~
	~~Kearney, NE 68845~~


~~You are receiving this communication because you hold shares in the above named company.~~
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at ~~www.proxyvote.com~~ ~~or easily request a paper copy (see reverse side).~~


~~We encourage you to access and review all of the important information contained in the proxy materials before voting.~~

~~See the reverse side of this notice to obtain proxy materials and voting instructions.~~

— ~~Before You Vote~~ —

~~How to Access the Proxy Materials~~



~~Proxy Materials Available to VIEW or RECEIVE:~~
~~1. Annual Report 2. Notice & Proxy Statement~~
~~How to View Online:~~
~~Have the information that is printed in the box marked by the arrow (located on the following page) and visit:~~ ~~www.proxyvote.com.~~
~~How to Request and Receive a PAPER or E-MAIL Copy:~~
~~If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:~~
	1) ~~BY INTERNET~~:	~~www.proxyvote.com~~
	~~2) BY~~ ~~TELEPHONE~~:	~~1-800-579-1639~~
	3) BY E-MAIL*:	~~sendmaterial@proxyvote.com~~
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 20, 2019 to facilitate timely delivery.

— ~~How To Vote~~ —

~~Please Choose One of the Following Voting Methods~~



~~Vote In Person:~~ Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
~~Vote By Internet:~~ ~~To vote now by Internet, go to~~ ~~www.proxyvote.com.~~ ~~Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.~~
~~Vote By Mail:~~ ~~You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.~~



John P. Peetz, III, ~~Chairman~~Chair	Hank M. Bounds	~~Robert E. Campbell~~	~~Bill L. Fairfield~~
Bruce L. Hoberman	Michael E. Huss	~~James E. Shada~~



Bill L. Fairfield, ~~Chairman~~Chair		Hank M. Bounds		~~Robert E. Campbell~~	~~Bruce L. Hoberman~~
Michael E. Huss	~~John P. Peetz, III~~		James E. Shada


o	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~


o	~~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~~


o	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.	To elect a Board of Directors. The Board of Directors intends to nominate the following eleven persons, each of whom currently serves as a Board member: Daniel J. Hirschfeld, Dennis H. Nelson, Thomas B. Heacock, Kari G. Smith, Hank M. Bounds, Bill L. Fairfield, Bruce L. Hoberman, Michael E. Huss, John P. Peetz, III, Karen B. Rhoads, and James E. Shada.


2.	~~To ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending February 1, 2020.~~


3.	~~To approve the Company's 2019 Management Incentive Plan.~~


4.	~~To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.~~


þ	~~No fee required~~


4.	~~Proposed maximum aggregate value of transaction~~


5.	~~Total fee paid~~


~~(1)~~	These amounts include shares owned within the respective officer's 401(k) accounts for which the voting power is held by MassMutual. Share amounts include Dennis H. Nelson with 8,813, Robert M. Carlberg with 20,464, and all executive officers and Directors as a group with 66,790.


~~(2)~~	~~Shares owned by FMR LLC are those reported in its most recent Form 13G/A, as filed with the SEC on February 13, 2019.~~


~~(3)~~	~~Shares owned by Blackrock, Inc. are those reported in its most recent Form 13G/A, as filed with the SEC on February 4, 2019.~~


~~(4)~~	~~Shares owned by The Vanguard Group are those reported in its most recent Form 13G/A, as filed with the SEC on February 11, 2019.~~


~~(1)~~	The amount shown is the amount earned during fiscal 2018 by the Company’s non-employee Directors, including an annual retainer paid in quarterly installments, fees paid for attending meetings (including conference calls), and quarterly fees for the Chairman of each committee.


~~(3)~~	~~Mr. Bounds was appointed to the Board on September 17, 2018 and amounts above reflect his partial year of service.~~


~~(1)~~	~~Amounts have been reported as compensation in the Summary Compensation Table set forth in this proxy statement.~~


~~(2)~~	~~Consists of amounts earned for the plan year ended December 31, 2018, but not credited to the respective named executive officer's account until paid in fiscal 2019.~~


~~(3)~~	~~Amounts not included in the Summary Compensation Table, as they do not represent above-market or preferential earnings on compensation.~~