BUCKLE INC

8-K · bke-20260601.htm iXBRL

0000885245 2026-06-01 2026-06-01

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C.  20549
  
 FORM 8-K
  
 CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934

 June 1, 2026
 Date of Report (date of earliest event reported)

   THE BUCKLE, INC .
 (Exact name of Registrant as specified in its charter)

 Nebraska 001-12951 47-0366193
 (State or other jurisdiction of (Commission (I.R.S. Employer
 incorporation or organization) File Number) Identification No.)

 2407 West 24th Street ,
 Kearney , Nebraska 68845-4915
 (Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including area code:   ( 308 ) 236-8491
 __________________________________________________________

 (Former name, former address and former fiscal year if changed since last report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  
 o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
 o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
 o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
 Common Stock, $0.01 par value BKE New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).            
                                      Emerging growth company      o  

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 ITEM 5.07.     Submission of Matters to a Vote of Security Holders

 The Buckle, Inc. held its Annual Meeting of Stockholders on June 1, 2026. The table below shows the final results of the voting at the Annual Meeting:

 For Against Withheld Broker
Non-Votes
 Proposal 1 - Election of Board of Directors:        
      Daniel J. Hirschfeld 44,002,591  —  602,737  2,913,652 
      Dennis H. Nelson 44,212,070  —  393,258  2,913,652 
      Thomas B. Heacock 43,417,980  —  1,187,348  2,913,652 
      Hank M. Bounds 44,376,513  —  228,815  2,913,652 
      Bill L. Fairfield 42,327,596  —  2,277,732  2,913,652 
      Bruce L. Hoberman 42,379,175  —  2,226,153  2,913,652 
      Michael E. Huss 42,796,669  —  1,808,659  2,913,652 
      Shruti S. Joshi 44,098,534  —  506,794  2,913,652 
      Angie J. Klein 40,628,671  —  3,976,657  2,913,652 
      John P. Peetz, III 42,437,517  —  2,167,811  2,913,652 
      Karen B. Rhoads 31,143,442  —  13,461,886  2,913,652 
      James E. Shada 42,487,829  —  2,117,499  2,913,652 

 For Against Abstain Broker
Non-Votes
        
 Proposal 2 - Ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm 47,061,960  367,662  89,358  — 
 Proposal 3 - Advisory vote on overall compensation for Named Executive Officers 42,971,864  1,516,777  116,687  2,913,652 

 3 Years 2 Years 1 Year Abstain Broker
Non-Votes

 Proposal 4 - Advisory vote on the frequency of future advisory votes on compensation of Named Executive Officers 22,869,332  17,898  21,650,173  67,925  2,913,652 

 With respect to Proposal 4, the Company has decided it will hold future advisory votes on overall compensation of its Named Executive Officers every 3 years.

 ITEM 8.01.     Other Events

 On June 2, 2026, The Buckle, Inc. issued a press release announcing a quarterly dividend of $0.35 per share to be paid on July 29, 2026, for shareholders of record at the close of business on July 15, 2026.

 The full text of the press release is furnished as Exhibit 99.1 to this report.

 ITEM 9.01(d).     Exhibits

 Exhibit 99.1    Press Release Dated June 2, 2026
 Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 The Buckle, Inc.

 Date: June 2, 2026 By: /s/  THOMAS B. HEACOCK
   Name: Thomas B. Heacock
   Title: Senior Vice President of Finance,
   Treasurer and Chief Financial Officer

 EXHIBIT INDEX
          

 Exhibit 99.1
 Press Release Dated June 2, 2026

 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)