THE BUCKLE, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
This Nominating and Corporate Governance Committee (“Committee”) Charter (this “Charter”) was adopted by the Board of Directors ("Board") of The Buckle, Inc. (the "Company") on December 12, 2005 and subsequently updated on March 19, 2012, September 16, 2019, and September 14, 2020.
PURPOSE. The purpose of the Committee is:
• to identify qualified candidates for membership on the Company's Board consistent with criteria approved by the Board;
• to recommend to the Board the nominees for election to the Board at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
• to recommend candidates to the Board to fill any vacancies on the Board;
• to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;
• to oversee the evaluation of the Board; and
• to act on behalf of and with the concurrence of the Board with respect to the Board's governance responsibilities.
In addition to the responsibilities delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board or that are consistent with the Charter, the Committee’s purpose, the Company’s by-laws and the applicable listing requirements of the New York Stock Exchange (“NYSE”).
COMMITTEE MEMBERSHIP. The Committee:
• shall consist of not less than three (3) members of the Board, the exact number to be established by the Board from time to time;
• shall consist solely of individuals who meet the independence standards set forth in Securities and Exchange Commission rules, and in the listing requirements of the NYSE; and
• Members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.
Determinations as to whether a director satisfies the requirements for membership on the Committee shall be made by the Board.
RESPONSIBILITIES AND DUTIES. To fulfill its responsibilities and duties the Committee shall:
• Annually review the size, composition, and needs of the Board, and make recommendations to the Board;
• Recommend to the Board nominees for election at the next annual meeting of stockholders;
• Consider and recommend candidates for appointment to the Board, to the extent vacancies arise between annual meetings of stockholders;
• Consider candidates submitted from qualified sources in accordance with guidelines developed by the Committee;
• Review and assess the adequacy of the Charter annually, requesting Board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation;
• Review periodically the Company’s Corporate Governance Guidelines and recommend to the Board any modifications the Committee deems appropriate;
• Annually oversee evaluation of the performance of the Board and its committees. The Committee Chairperson shall provide an oral report with respect to this performance to the members of the Board, together with recommended changes and/or improvements;
• Annually review and approve the Corporate Governance information to be included in the Proxy Statement;
• Annually review Committee member compliance with applicable independence rules and regulations; and
• Conduct an annual evaluation of the Committee’s own performance.
SELECTION CRITERIA. The Committee may consider the following criteria, among others the Committee deems appropriate, in identifying and determining candidates for election to the Board:
• Personal and professional integrity, ethics, and values;
• Corporate management experience, including but not limited to serving as an officer, or former officer;
• General understanding of marketing, finance and other elements relevant to the Company’s success in today’s business environment;
• Experience in the retail industry and other applicable experience including but not limited to distribution and logistics;
• Academic expertise in an area of the Company’s operations;
• Practical business judgment;
• Strength of leadership skills; and
• Potential conflicts of interest with respect to other personal and professional pursuits.
ADDITIONAL AUTHORITY OF THE COMMITTEE. The Committee shall have the authority to do the following, in its discretion, to the extent it deems appropriate in carrying out its duties under this Charter:
• Delegate any of its responsibilities to a subcommittee or subcommittees;
• Retain and terminate any search firm the Committee might retain its sole discretion for the purpose of identifying director candidates, including the sole authority to approve the search firm’s fees and other retention terms; and
• Retain, or obtain, in its sole discretion, the advice of a third-party consultant or service provider relevant to the Committee’s scope of responsibility. The Committee has the sole authority to approve all such third-party’s fees and other retention terms. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to such advisor retained by the Committee. The Committee may select such advisors, or receive advice from any other advisor, only after taking into consideration all factors relevant to that person’s independence from management, including those independence factors set forth in the listing requirements of the NYSE.
MEETINGS OF THE COMMITTEE. The Committee shall meet as often as necessary to carry out its responsibilities, but not less than once each year. The Committee may, at its discretion, ask certain members of the Company’s management, or any other person whose presence the Committee believes to be desirable and appropriate, to attend the meetings and provide pertinent information as appropriate. At the discretion of the Chairperson of the Committee (but at least once each year), the members of the Committee shall meet in executive session, without any members of management present.
MINUTES. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
REPORTS. The Committee will report to the Board on a periodic basis and make such recommendations with respect to any of the above matters as the Committee deems necessary or appropriate.
COMPENSATION. Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board.