What changed in this filing

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Item 9A. Controls and Procedures

2022-03-30 compared with 2021-03-31 · 31 added, 16 removed, 148 unchanged (24% of the section changed)

41 unchanged sentences

ITEM 9B - OTHER INFORMATION

As required by Section 303A of the New York Stock Exchange’s Corporate Governance Standards, the Company’s Chief Executive Officer submitted a certification to the New York Stock Exchange in fiscal 2020 that he was not aware of any violation by the Company of the New York Stock Exchange’s Corporate Governance Standards as of the date of the certification, June 16, 2020.

Indemnification Agreements

On January 24, 2022, the Company’s Board of Directors entered into indemnification agreements between the Company and each outside member of the Company’s Board of Directors.

The purpose of the indemnification agreements is to provide specific contractual assurance with respect to the existing indemnification and expense advancement rights extended to such directors under the Company’s Amended and Restated Bylaws.

A copy of the form of indemnification agreement is attached hereto as Exhibit 10.12, and is incorporated herein by reference.

Amended and Restated Code of Business Conduct and Ethics

On December 3, 2021, the Company’s Board of Directors approved certain stylistic, technical, and administrative amendments as part of an Amended and Restated Company Code of Business Conduct and Ethics (the “Code”).

Specifically, the Code was updated and enhanced to utilize plain English language choices while modernizing the layout and format of the Code for enhanced readability.

The Code is applicable to directors, officers, and employees of the Company.

The foregoing description of Code is qualified in its entirety by reference to the Code, which is available for review or download in the Corporate Governance section of the Company’s website.

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item appears under the captions "Executive Officers of the Company" in this report and "Election of Directors" in the Company's Proxy Statement for its 2021 Annual Shareholders' Meeting and is incorporated by reference.

The information required by this item appears under the captions "Executive Officers of the Company" in this report and "Election of Directors" in the Company's Proxy Statement for its 2022 Annual Stockholders Meeting and is incorporated by reference.

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this item appears under the following captions in the Company's Proxy Statement for its 2021 Annual Shareholders' Meeting and is incorporated by reference:

The information required by this item appears under the following captions in the Company's Proxy Statement for its 2022 Annual Stockholders Meeting and is incorporated by reference:

“Executive Compensation,” “Director Compensation” (included under the “Election of Directors” section), and “Report of the Audit Committee.”

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item appears under the captions "Beneficial Ownership of Common Stock" and “Election of Directors” in the Company's Proxy Statement for its 2021 Annual Shareholders' Meeting and in the Notes to Consolidated Financial Statements under Footnote K in this report and is incorporated by reference.

The information required by this item appears under the captions "Beneficial Ownership of Common Stock" and “Election of Directors” in the Company's Proxy Statement for its 2022 Annual Stockholders Meeting and in the Notes to Consolidated Financial Statements under Footnote K in this report and is incorporated by reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item appears under the captions “Independence” and “Related Party Transactions” (included under the “Election of Directors” section) in the Company's Proxy Statement for its 2021 Annual Shareholders' Meeting and is incorporated by reference.

The information required by this item appears under the captions “Independence” and “Related Party Transactions” (included under the “Election of Directors” section) in the Company's Proxy Statement for its 2022 Annual Stockholders Meeting and is incorporated by reference.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding the fees billed by our independent registered public accounting firm and the nature of services comprising the fees for each of the two most recent fiscal years is set forth under the caption “Ratification of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for its 2021 Annual Shareholders' Meeting and is incorporated by reference.

Information regarding the fees billed by Deloitte & Touche LLP (PCAOB ID No.

34 ), our independent registered public accounting firm, and the nature of services comprising the fees for each of the two most recent fiscal years is set forth under the caption “Ratification of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for its 2022 Annual Stockholders Meeting and is incorporated by reference.

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

16 unchanged sentences

and CFO (principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 31st day of March, 2021.

/s/ DANIEL J.

31 unchanged sentences

Deductions ( 489 ) ( 61,955 )

Balance, February 1, 2020 $ 4 $ 2,257

Balance, January 30, 2021 $ 4 $ 2,559

Amounts charged to costs and expenses

8 unchanged sentences

Amended and Restated By-Laws of The Buckle, Inc.

Exhibit 3.2 to Form 10-K filed for the fiscal year ended February 3, 2018

Exhibit 3.2 to Form 8-K filed for the report period December 3, 2021

(4) Instruments defining the rights of security holders, including indentures

19 unchanged sentences

for a $25.0 million line of credit Exhibit 10.1 to Form 10-Q filed for the fiscal quarter ended August 3, 2019

Revolving Line of Credit Note and Fifth Amendment to Credit Agreement, dated July 16, 2021 between The Buckle, Inc.

and Buckle Brands, Inc.

and Wells Fargo Bank, N.A.

for a $25.0 million line of credit Exhibit 10.1 to Form 10-Q filed for the fiscal quarter ended July 31, 2021

1993 Director Stock Option Plan Amended and Restated (*) Exhibit B to Proxy Statement for Annual Meeting held June 2, 2006

4 unchanged sentences

2020 Management Incentive Plan (*) Exhibit A to Proxy Statement for Annual Meeting held June 1, 2020

(10.10) Summary of Named Executive Officer Compensation (*) Incorporated by reference from the section titled "Executive Compensation and Other Information" in Proxy Statement for the 2021 Annual Meeting of Shareholders

Exhibits Page Number or Incorporation by Reference to

(10.11) Summary of Non-Employee Director Compensation (*) Incorporated by reference from the section titled "Director Compensation" in Proxy Statement for the 2021 Annual Meeting of Shareholders

2021 Management Incentive Plan (*) Exhibit A to Proxy Statement for Annual Meeting held June 7, 2021

(10.11) Summary of Non-Employee Director Compensation (*) Incorporated by reference from the section titled "Director Compensation" in Proxy Statement for the 2022 Annual Meeting of Stockholders

Form of Director Indemnification Agreement

List of Subsidiaries

7 unchanged sentences

(ii) Consolidated Statements of Income;

(iii) Consolidated Statements of Comprehensive Income;

(iv) Consolidated Statements of Stockholders’ Equity;

(v) Consolidated Statements of Cash Flows;

and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

(iii) Consolidated Statements of Stockholders’ Equity;

(iv) Consolidated Statements of Cash Flows;

and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

(104) Cover page formatted as Inline XBRL and contained in Exhibit 101

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures