8-K
BUCKLE INC (BKE)
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, 2020
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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
TABLE OF CONTENTS
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
|---|---|
| ITEM 8.01 | Other Events |
| ITEM 9.01(d) | Exhibits |
| SIGNATURES | |
| EXHIBIT INDEX | |
| EXHIBIT 99.1 |
ITEM 5.07. Submission of Matters to a Vote of Security Holders
The Buckle, Inc. held its Annual Meeting of Shareholders on June 1, 2020. The table below shows the final results of the voting at the Annual Meeting:
| For | Against | Withheld | Broker<br><br>Non-Votes | |
|---|---|---|---|---|
| Proposal 1 - Election of Board of Directors: | ||||
| Daniel J. Hirschfeld | 41,654,478 | — | 1,385,233 | 2,954,712 |
| Dennis H. Nelson | 42,695,776 | — | 343,935 | 2,954,712 |
| Thomas B. Heacock | 40,437,431 | — | 2,602,280 | 2,954,712 |
| Kari G. Smith | 41,326,237 | — | 1,713,474 | 2,954,712 |
| Hank M. Bounds | 42,755,550 | — | 284,161 | 2,954,712 |
| Bill L. Fairfield | 41,627,551 | — | 1,412,160 | 2,954,712 |
| Bruce L. Hoberman | 38,343,451 | — | 4,696,260 | 2,954,712 |
| Michael E. Huss | 42,637,103 | — | 402,608 | 2,954,712 |
| Angie J. Klein | 42,882,214 | 157,497 | 2,954,712 | |
| John P. Peetz, III | 42,447,588 | — | 592,123 | 2,954,712 |
| Karen B. Rhoads | 41,800,269 | — | 1,239,442 | 2,954,712 |
| James E. Shada | 41,764,995 | — | 1,274,716 | 2,954,712 |
| For | Against | Abstain | Broker<br><br>Non-Votes | |
| Proposal 2 - Ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm: | 45,252,253 | 563,234 | 178,936 | — |
| Proposal 3 - Approve the Company's 2020 Management Incentive Plan: | 42,565,476 | 327,823 | 146,412 | 2,954,712 |
| Proposal 4 - Advisory Vote on Overall Compensation of Named Executive Officers: | 42,090,049 | 778,272 | 171,390 | 2,954,712 |
| Proposal 5 - Approve Amendments to the Company's 2008 Director Restricted Stock Plan: | 42,651,703 | 223,021 | 164,987 | 2,954,712 |
ITEM 8.01. Other Events
On June 2, 2020, The Buckle, Inc. (the "Company") issued a press release announcing that at its quarterly meeting of the Board of Directors, held on June 1, 2020, the Board temporarily suspended the Company's quarterly dividend payments. Previously, at its March 23, 2020 meeting, the Board had deferred making a decision on dividend payments until its next regularly scheduled Board meeting to allow more time to assess the impact of the COVID-19 pandemic on the Company. Although the Company has reopened 395 of its 446 retail stores that were closed in response to COVID-19, the Board determined that suspending the quarterly dividends is important to maintaining the Company’s cash position, providing the Company with financial flexibility to deal with any ongoing uncertainty related to COVID-19.
The Company also announced that both its Chairman and its President and Chief Executive Officer (both previously elected to forgo 100 percent of their salary until such time as normal business operations resume) have elected to forgo 50 percent of their salary effective May 31, 2020 through the end of the Company's fiscal second quarter ending August 1, 2020.
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, 2020
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, 2020 | 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, 2020 |
|---|
Exhibit
Exhibit 99.1
 |
The Buckle, Inc. |
|---|---|
| 2407 W. 24^th^ St. Kearney, NE 68845 | |
| P.O. Box 1480 Kearney, NE 68848-1480 | |
| phone: 308-236-8491 | |
| fax: 308-236-4493 | |
| For Immediate Release: June 2, 2020 | web: www.buckle.com |
| Contact: | Thomas B. Heacock, Chief Financial Officer |
| --- | --- |
| The Buckle, Inc. | |
| (308) 236-8491 |
THE BUCKLE, INC. PROVIDES DIVIDEND UPDATE
KEARNEY, NE -- The Buckle, Inc. (NYSE: BKE) announced that at its quarterly meeting of the Board of Directors, held on June 1, 2020, the Board temporarily suspended the Company’s quarterly dividend payments. Previously, at its March 23, 2020 meeting, the Board had deferred making a decision on dividend payments until its next regularly scheduled Board meeting to allow more time to assess the impact of the COVID-19 pandemic on the Company. Although the Company has reopened 395 of its 446 retail stores that were closed in response to COVID-19, the Board determined that suspending the quarterly dividends is important to maintaining the Company’s cash position, providing the Company with financial flexibility to deal with any ongoing uncertainty related to COVID-19.
As an additional update, the Company also announced that both its Chairman and its President and Chief Executive Officer (both previously elected to forgo 100 percent of their salary until such time as normal business operations resume) will forgo 50 percent of their salary effective May 31, 2020 through the end of the Company’s fiscal second quarter ending August 1, 2020.
About Buckle
Offering a unique mix of high-quality, on-trend apparel, accessories, and footwear, Buckle caters to fashion-conscious young men and women. Known as a denim destination, each store carries a wide selection of fits, styles, and finishes from leading denim brands, including the Company’s exclusive brand, BKE. Headquartered in Kearney, Nebraska, Buckle currently operates 446 retail stores in 42 states.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors which may be beyond the Company's control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
News releases and other information about The Buckle, Inc., can be
found on the Internet at www.buckle.com