BUCKLE INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events (form 8-K)
December 07, 2021 at 05:22 pm EST
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ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On December 3, 2021, the Board of Directors (the "Board") of The Buckle, Inc.
(the "Company") approved certain amendments to the Company's Amended and
Restated Bylaws (the "Amended and Restated Bylaws"). These amendments included
adding a new Section 11 to Article 2 thereof containing an exclusive forum
provision (the "Forum Provision"). The Forum Provision provides that, unless the
Company consents in writing to the selection of an alternative forum, the state
and federal courts in Nebraska shall be the sole and exclusive forums for (i)
any derivative action or proceeding brought on behalf of the Company, (ii) any
action asserting a claim for breach of a fiduciary duty owed by any director,
officer, employee or agent of the Company to the Company or the Company's
shareholders, (iii) any action asserting a claim arising pursuant to any
provision of the Nebraska Model Business Corporation Act, the Articles of
Incorporation or the Amended and Restated Bylaws of the Company or (iv) any
action asserting a claim governed by the internal affairs doctrine.
In addition, the amendments include certain administrative items, such as
presumption of assent for director voting, communication capabilities related to
the Company's interactions with shareholders and directors, as well as updates
to the Board's Committee structure and responsibilities to provide additional
flexibility as the Board's needs change over time.
The amendments to the Amended and Restated Bylaws were effective at adoption.
The foregoing summary of the amendments contained within the Company's Amended
and Restated Bylaws is qualified in its entirety by the text of the Amended and
Restated Bylaws, a copy of which is attached as Exhibit 3.2 and is incorporated
herein by reference.
ITEM 8.01. Other Events
On December 6, 2021, The Buckle, Inc. issued a press release announcing a
special cash dividend of $5.65 per share and a quarterly dividend of $0.35 per
share to be paid together on December 29, 2021, for shareholders of record at
the close of business on December 20, 2021.
The full text of the press release is furnished as Exhibit 99.1 to this report.
ITEM 9.01(d). Exhibits
Exhibit 3.2 Amended and Restated Bylaws of The Buckle, Inc
Exhibit 99.1 Press Release Dated December 6, 2021
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
The Buckle, Inc. is a retailer of casual apparel, footwear, and accessories. The Company operates approximately 440 retail stores in 42 states. The Company markets a wide selection of casual apparel including denim, other casual bottoms, tops, sportswear, outerwear, accessories, and footwear. It also provides customer services, such as free hemming, free gift-packaging, easy layaways, the Buckle private label credit card, and a guest loyalty program. The Company offers denims from brands such as Miss Me, Rock Revival, KanCan, Hidden, Flying Monkey, Levi's, Preme, Smoke Rise, Ariat, Good American, and Wrangler. Other key brands include Hurley, Billabong, Affliction, American Fighter, Sullen, Howitzer, Oakley, Fox, RVCA, 7 Diamonds, Nixon, Free People, Z Supply, Salt Life, White Crow, Brew City, Reef, Stance, Versace Cologne, American Highway, Eight X, Pendelton, Hooey, Goorin Bros., Old Row, Timberland, Teva, Kimes Ranch, SOREL, Hey Dude, Steve Madden, Dolce Vita, and SAXX.
THE BUCKLE, INC. 
