Belk DEF 14A Definitive proxy

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934 (Amendment No. )

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x Definitive Proxy Statement
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Belk, Inc.

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2801 West Tyvola Road

Charlotte, North Carolina 28217

April 23, 2003

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders to be held on May 28, 2003 at 2801 West Tyvola Road, Charlotte, North Carolina 28217. The meeting will begin promptly at 11:00 a.m., local time.

The items of business are listed in the following Notice of Annual Meeting and are more fully addressed in the Proxy Statement provided herewith.

Please date, sign and return your proxy in the enclosed envelope to assure that your shares will be represented at the Annual Meeting even if you cannot attend. If you attend the Annual Meeting, you may vote your shares in person even though you have previously signed and returned your proxy.

You are invited to attend a luncheon immediately after the Annual Meeting. Please return the enclosed RSVP form by May 19, 2003 to help us in our planning of this event. Parking will be available in the visitors’ parking lot adjacent to Yorkmont Road near the north entrance of the building.

On behalf of your Board of Directors, thank you for your continued support and interest in Belk, Inc.


	Sincerely,


	John M. Belk
	Chairman of the Board and
	Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2003

NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders (the “Annual Meeting”) of Belk, Inc. (the “Company”) will be held at 2801 West Tyvola Road, Charlotte, North Carolina 28217, on Wednesday, May 28, 2003, at 11:00 a.m., local time, for the following purposes:


	(1)	To elect three (3) directors to terms expiring at the 2006 annual meeting of stockholders; and

	(2)	To consider and act upon any other matters that may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 1, 2003 as the record date for determining stockholders entitled to receive notice of, and to vote at, the meeting and any adjournment thereof. A list of stockholders as of the close of business on April 1, 2003 will be available at the Company’s offices for examination during normal business hours by any stockholder during the period from May 15, 2003 through the Annual Meeting.

Your attention is directed to the Proxy Statement provided with this Notice.


	By Order of the Board of Directors,


	Ralph A. Pitts
	Executive Vice President,
	General Counsel and Secretary

Charlotte, North Carolina

April 23, 2003

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WITH THE WHITE LABEL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.

BELK, INC.

2801 West Tyvola Road

Charlotte, North Carolina 28217

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 28, 2003

GENERAL INFORMATION

The enclosed form of proxy is solicited by the Board of Directors of Belk, Inc. (the “Company”) for use at the Annual Meeting of Stockholders (“Annual Meeting”) to be held on Wednesday, May 28, 2003, at 11:00 a.m., local time, and any adjournment thereof. The Annual Meeting will be held at the principal executive offices of the Company, which are located at 2801 West Tyvola Road, Charlotte, North Carolina 28217. It is anticipated that this Proxy Statement and the accompanying proxy will first be mailed to stockholders of record on or about April 23, 2003.

Only stockholders of record as of the close of business on April 1, 2003 will be entitled to vote at the Annual Meeting. As of that date, the Company had outstanding 53,233,699 shares of Class A Common Stock, $.01 par value (the “Class A Common Stock”), and 1,418,477 shares of Class B Common Stock, $.01 par value (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). Each share of Class A Common Stock is entitled to ten votes. Each share of Class B Common Stock is entitled to one vote. No cumulative voting rights are authorized and appraisal rights for dissenting stockholders are not applicable to the matters being proposed.

Any stockholder giving a proxy has the power to revoke it at any time before it is voted at the Annual Meeting. Revocation of a proxy is effective upon receipt by the Secretary of the Company of either (1) an instrument revoking such proxy or (2) a duly executed proxy bearing a later date. Furthermore, if a stockholder attends the meeting and elects to vote in person, any previously executed proxy is thereby revoked. Attendance at the meeting will not by itself revoke a previously executed proxy.

When the enclosed form of proxy is properly executed and returned, the shares it represents will be voted as directed at the meeting and any adjournment thereof. With respect to the election of directors, a stockholder may (1) vote “FOR” the election of all named director nominees, (2) “WITHHOLD AUTHORITY” to vote for all named director nominees, or (3) “WITHHOLD AUTHORITY” to vote for one or more nominees by striking through such nominee’s name on the proxy and vote “FOR” the remaining nominees. If no direction is indicated on the proxy, the shares represented by the proxy will be voted “FOR” the nominees for director.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of election appointed for the meeting, who will also determine whether a quorum is present for the transaction of business. A quorum for the transaction of business at the Annual Meeting will exist if the holders of the outstanding shares of both Class A Common Stock and Class B Common Stock taken together, entitled to vote and constituting a majority of the total votes of such Common Stock, are represented at the Annual Meeting either in person or by proxy. In accordance with applicable state law and the Company’s Certificate of Incorporation and Bylaws, abstentions or votes withheld will be counted for purposes of determining whether a quorum is present.

If your shares are held through a broker and you do not vote your proxy before the Annual Meeting, your brokerage firm may vote your unvoted shares under certain circumstances. These circumstances include voting on certain routine matters, such as the election of directors described in this Proxy Statement. Therefore, if you do not vote your proxy, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted. When a brokerage firm votes its customers’ unvoted shares on routine matters, these shares

are counted for purposes of establishing a quorum. A brokerage firm cannot vote its customers’ shares on non-routine matters. You are not being asked to vote on any non-routine matters at the Annual Meeting.

ELECTION OF DIRECTORS

Under the Certificate of Incorporation (the “Certificate”) and the Bylaws (the “Bylaws”) of the Company, the number of directors on the Company’s Board of Directors (the “Board”) may be fixed by resolution of a majority of the Board at any number between two (2) and eighteen (18) members. The Board has currently fixed the number of directors at nine (9). The Certificate and Bylaws also divide the Board into three (3) classes designated as Class I, Class II and Class III. The current terms of the directors in Class II are set to expire at the Annual Meeting. Pursuant to the Certificate and Bylaws, the Board has nominated the persons set forth below as Class II directors to serve a three-year term that will expire at the annual meeting of stockholders in 2006:


	H.W. McKay Belk
	B. Frank Matthews, II
	Thomas C. Nelson

Each nominee has consented to serve as a director if elected. The affirmative vote of a plurality of the votes represented by the shares of both Class A Common Stock and Class B Common Stock taken together, present in person or represented by proxy at the Annual Meeting and entitled to vote, is required to elect each of the directors being elected at the Annual Meeting.

The Board has no reason to believe that any of the nominees for the office of director will be unavailable for election as a director. However, if at the time of the Annual Meeting any of the nominees should be unable or decline to serve, the persons named in the proxy will vote for such substitute nominees, vote to allow the vacancy created thereby to remain open until filled by the Board, or vote to reduce the number of directors for the ensuing year, as the Board recommends. In no event, however, can the proxy be voted to elect more than three directors.

In addition to the three (3) nominees, there are six (6) other directors continuing to serve on the Board, whose terms expire in 2004 and 2005. See “Management of the Company — Directors.” Karl G. Hudson, Jr. is retiring and has decided not to stand for reelection.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF H.W. McKAY BELK, B. FRANK MATTHEWS, II AND THOMAS C. NELSON FOR THE OFFICE OF CLASS II DIRECTOR.

MANAGEMENT OF THE COMPANY

Directors

Set forth below are the nominees for election to the Board as Class II directors and the current directors serving as Class I and Class III directors. Also set forth below as to each nominee and current director is his or her age, the year in which he or she was first elected a director, a brief description of his or her principal occupation and business experience during the past five (5) years, directorships of certain companies presently held by him or her, and certain other information which has been furnished to the Company by the respective individuals.

Nominees for Election

Class II Directors — Term Expiring 2006

Mr. H.W. McKay Belk

Age 46

Director Since 1998

Mr. Belk is President, Merchandising, Marketing and Merchandise Planning of the Company and has served in that capacity since May 1998. Mr. Belk is also an officer and director of various subsidiaries of the Company. He served as an officer and director of most of the 112 separate Belk Companies (the “Belk Companies”) until May 1998 and has been employed in the Belk retail organization in various positions since June 1979. Mr. Belk is currently a director of Coca-Cola Bottling Co. Consolidated and the North Carolina Citizens for Business and Industry. He is a past member of the Board of Trustees of Charlotte Latin School and currently serves on the Board of Visitors of the University of North Carolina at Charlotte, the Airport Advisory Committee for Charlotte Douglas International Airport and the Board of the Institute for the Arts/Humanities at the University of North Carolina at Chapel Hill. He has also served as Chairman of the Charlotte Chamber of Commerce. Mr. Belk is the brother of Thomas M. Belk, Jr. and John R. Belk and the nephew of John M. Belk and Sarah Belk Gambrell.

Mr. B. Frank Matthews, II

Age 75

Director Since 1998

Mr. Matthews has been Vice Chairman of the Board since June 1999. He was employed in the Belk store organization from 1937 until September 1999. During that time he served in many positions, including Executive Vice President, Partner and a director of the Matthews-Belk group of stores from 1971 to May 1998, and as a Divisional President of the Company from May 1998 until September 1999. Mr. Matthews has served on numerous committees, including service as Chairman of the Merchandise and Sales Promotion Committee and the Employee Benefits Committee of Belk Stores Services, Inc. (“BSS”). Mr. Matthews has served as Chairman of the Board of Directors of Gaston Federal Bank, director of Public Service Company of North Carolina, Inc. and President of the Community Foundation of Gaston County. He is Chairman of the Board of Trustees of the First Gaston Foundation and is a director of the Gaston County Economic Development Commission. Mr. Matthews also has served as President of the Gastonia Downtown Development Corporation, the United Way of Gaston County and the Gastonia Merchant’s Association. He has been a director of the Gaston Chamber of Commerce, the Gaston County YMCA, the Gastonia Industrial Diversification Commission and the Gaston Literary Council, and trustee of Davidson College and Chatham Hall.

Mr. Thomas C. Nelson

Age 40

Nominee for Director Beginning in 2003

Mr. Nelson has not previously served as a director or officer of the Company. He has served as the President and Chief Executive Officer of National Gypsum Company since 1999. From 1995 to 1999, Mr. Nelson served as the Vice-Chairman and Chief Financial Officer of National Gypsum Company. He is also a General Partner of Wakefield Group, a North Carolina based venture capital firm. Mr. Nelson previously worked for Morgan Stanley and Co. and in the United States Defense Department as Assistant to the Secretary and White House Fellow. He currently serves as Vice Chairman and a director of National Gypsum Company and affiliates, as well as of several privately held companies. Mr. Nelson also serves on the Boards of The Business Roundtable, the Foundation for the Carolinas, the United Way of the Central Carolinas, the Charlotte Chamber of Commerce, the Mecklenburg County Council of the Boy Scouts of America and the Blumenthal Performing Arts Center.

Incumbent Directors

Class III Directors — Term Expiring 2004

Mr. John M. Belk

Age 83

Director Since 1998

Mr. Belk has been Chairman of the Board and Chief Executive Officer of the Company since May 1998 and is an officer and director of various subsidiaries of the Company. He served as Chairman of the Board of most of the Belk Companies for many years and as the Chief Executive Officer of most of the Belk Companies for more than 40 years. Mr. Belk was Mayor of the City of Charlotte, North Carolina from June 1969 until December 1977. Mr. Belk is a Director emeritus of Wachovia Corporation, Quantum Chemical Corporation and Coca-Cola Bottling Co. Consolidated and is a member of the Board of Directors of TXI. He has also served on the Boards of Lowe’s Companies and PMC, Inc. He is a past Chairman of the National Retail Federation and President of the Charlotte Chamber of Commerce. He is on the Board of Trustees of Davidson College and the Board of Visitors of the University of North Carolina at Charlotte, and is a member of numerous business and civic committees, including the North Carolina Council on Management and Development and the Business Partnership Foundation of the University of South Carolina, Columbia. Mr. Belk is the brother of Sarah Belk Gambrell and the uncle of Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk.

Mr. John R. Belk

Age 44

Director Since 1998

Mr. Belk has been President, Finance, Systems and Operations of the Company since May 1998 and is an officer and director of various subsidiaries of the Company. He also served as an officer and director of most of the Belk Companies until May 1998 and has been employed in the Belk retail organization in various positions since 1986. Mr. Belk serves on the Boards of Directors of Alltel Corporation, Bank of America Corporation and Ruddick Corporation. He is a past chair of the Board of Directors of the United Way of the Central Carolinas and currently chairs the Belk School of Business Advisory Board at the University of North Carolina at Charlotte. He is also Vice Chairman of the Board of Trustees of Presbyterian Healthcare. Mr. Belk is the brother of Thomas M. Belk, Jr. and H.W. McKay Belk and the nephew of John M. Belk and Sarah Belk Gambrell.

Mr. John A. Kuhne

Age 59

Director Since 1998

Mr. Kuhne served as a director of a number of the Belk Companies and as President of Belk-Simpson Company, Greenville, South Carolina from 1983 to May 1998. Mr. Kuhne served as Vice Chairman of the Board of Directors of Summit Financial Corporation until 2003 and is a past trustee of Presbyterian College and Furman University.

Class I Directors — Term Expiring 2005

Mr. Thomas M. Belk, Jr.

Age 48

Director Since 1998

Mr. Belk is President, Store Divisions and Real Estate of the Company and has served in that capacity since May 1998. Mr. Belk is also an officer and director of various subsidiaries of the Company. He served as an officer and director of most of the Belk Companies until May 1998 and has been employed in the Belk retail organization in various positions since 1981. Mr. Belk serves on the Boards of Advisors of the Kenan-Flagler Business School at UNC-Chapel Hill and the University of North Carolina at Charlotte. He serves on the Boards of Directors of the Mecklenburg County Council of Boy Scouts of America, Charlotte Country

Day School, the Research Triangle Foundation of North Carolina and the Carolinas Healthcare System. Mr. Belk is the brother of H.W. McKay Belk and John R. Belk and the nephew of John M. Belk and Sarah Belk Gambrell.

Mrs. Sarah Belk Gambrell

Age 85

Director Since 1998

Mrs. Gambrell served as a director of many of the Belk Companies until May 1998 and served as Vice Chairman and President of various Belk Companies for many years. She is on the Board of Princeton Theological Seminary (emeritus); Warren Wilson College; Furman University; the North Carolina Community Foundation; Community School of the Arts in Charlotte, N.C.; WDAV in Davidson, N.C.; the Charlotte Philharmonic; YWCA of New York City (honorary); National Board of the YWCA Asset Management and Development Committee; the Parkinson’s Disease Foundation in New York and the Cancer Research Institute, New York (honorary) and is a member of the Fashion Group of New York. Mrs. Gambrell is the sister of John M. Belk and the aunt of Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk.

Mr. J. Kirk Glenn, Jr.

Age 60

Director Since 1998

Mr. Glenn served on the Boards of Directors of a number of the Belk Companies from 1983 until May 1998 and currently serves on the Board of Directors of BSS. Mr. Glenn is the Chairman of the Board of Directors of Hatch, Inc., a General Partner of Quality Investments, Limited Partnership and the retired Chairman and Manager of Quality Oil Company, LLC and Reliable Tank Line, LLC. He has served as Chairman of the Boards of Directors of Crisis Control Ministry, Special Children’s School, and Winston-Salem Business, Inc. and as a member of the Boards of Directors of Advocacy for the Poor and Tanglewood Park Foundation, Inc. Mr. Glenn is also a member of the Board of Visitors of Wake Forest University Baptist Medical Center, the Finance Committee of the United Way of Forsyth County and the Forsyth County Advisory Committee of Wachovia Bank, N.A.

Operation of the Board of Directors

The Company has a standing Executive Committee and a standing Audit Committee of the Board. The Company does not have a standing Nominating Committee or Compensation Committee.

Executive Committee.The Executive Committee of the Board is composed of Messrs. John M. Belk, Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk. The Executive Committee possesses all of the powers of the Board, except the power to authorize the issuance of stock, approve mergers, declare dividends and certain other powers specifically reserved under the Delaware General Corporation Law to the Board. The Executive Committee may exercise such additional authority as may be prescribed from time to time by resolution of the Board. The Executive Committee is expected to act in circumstances where it is not feasible or is impractical to obtain full Board action or as otherwise directed by the Board. During fiscal year 2003, the Executive Committee held no formal meetings, but took various actions by written consent.

Audit Committee.The Audit Committee of the Board is composed of Messrs Karl G. Hudson, Jr., B. Frank Matthews, II, J. Kirk Glenn, Jr., John A. Kuhne and John R. Belk. Under the definition of “independence” in Rule 4200(a)(15) of the National Association of Securities Dealers (“NASD”) listing standards, one of the members of the Audit Committee, J. Kirk Glenn, Jr., is “independent.” The Audit Committee is responsible for, among other things, engaging the Company’s independent auditors, reviewing with the independent auditors the plans and results of the audit engagement, reviewing the independence of the independent auditors, considering the range of audit and non-audit fees and reviewing the adequacy of the Company’s internal accounting controls. The Board amended its Audit Committee Charter in March 2003. A copy of the revised Audit Committee Charter is attached as Appendix A to this proxy statement. During fiscal

year 2003, the Audit Committee held four (4) formal meetings and participated in additional conference calls to review various matters.


	Audit Committee Report

The Audit Committee charter provides that the Committee will oversee and monitor the integrity of the Company’s internal controls, financial reporting, and internal and external audits. Management is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements. The independent auditors are responsible for performing an independent audit of the financial statements in accordance with generally accepted auditing standards and for issuing a report expressing their opinion on those statements. The Audit Committee is responsible for monitoring and overseeing these processes.

In connection with these responsibilities, the Audit Committee has


	•	reviewed and discussed the audited financial statements with management and with the Company’s independent auditors, KPMG LLP;

	•	discussed with the independent auditors the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as currently in effect;

	•	received the written disclosures from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect; and

	•	discussed with the independent auditors the auditors’ independence.

Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended February 1, 2003 be included in the Company’s Annual Report on Form 10-K, to be filed with the Securities and Exchange Commission.

The foregoing report should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Acts, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Acts.


	Karl G. Hudson, Jr., Chairman
	B. Frank Matthews, II
	J. Kirk Glenn, Jr.
	John A. Kuhne
	John R. Belk

Meetings of Directors

During fiscal year 2003, the Board held four (4) regular meetings. All of the directors attended all of the meetings of the Board and all of the formal meetings of the committees on which they served.

Compensation of Directors

In fiscal year 2003, the Company paid its directors an annual fee of $20,000, a meeting fee of $1,000 for attendance at each meeting of the Board and reimbursement of expenses incurred in attending meetings. Beginning in fiscal year 2004, the Company will increase the annual fee to $40,000 and will annually award each director 1,000 shares of the Company’s Class B Common Stock. The Company will also pay a meeting fee of $1,000 for committee meetings and an additional $500 meeting fee to each Board and committee chair.

COMMON STOCK OWNERSHIP OF MANAGEMENT

AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of shares of Class A and Class B Common Stock as of April 1, 2003 held by:


	•	each of the Company’s directors;

	•	the Company’s Chief Executive Officer and four other most highly compensated executive officers (collectively the “Named Executive Officers”);

	•	all directors and executive officers as a group; and

	•	each stockholder that holds more than 5% of the outstanding shares of the Company’s Class A and Class B Common Stock.


	Shares of Class A		Percent			Shares of Class B		Percent
	Common Stock		of			Common Stock		of
Name of Beneficial Owner	Beneficially Owned(1)		Class(2)			Beneficially Owned(1)		Class(3)

Directors and Executive Officers:
John M. Belk(4)		14,364,464		27.0	%		14,991		1.1	%
Thomas M. Belk, Jr.(5)		5,997,030		11.3			7,496		*
H.W. McKay Belk(6)		5,997,587		11.3			4,914		*
John R. Belk(7)		6,065,610		11.4			4,914		*
Sarah Belk Gambrell(8)		9,699,810		18.2			0		*
J. Kirk Glenn, Jr.(9)		2,691,014		5.1			0		*
Karl G. Hudson, Jr.(10)		8,866		*			0		*
B. Frank Matthews, II(11)		906,982		1.7			0		*
John A. Kuhne(12)		311,636		*			0		*
Ralph A. Pitts		0		*			33,439		2.4
All executive officers and directors as a group (13 persons)		32,810,065		61.6	%		75,476		5.3	%

Other Five Percent Stockholders:
Katherine McKay Belk(13)		6,439,084		12.1	%		0		*
Katherine Belk Morris(14)		6,239,147		11.7			0		*
John C. Daughtridge(15)		0		*			74,777		5.3	%
John Belk Daughtridge(16)		0		*			103,893		7.3
Harriett D. Harris(17)		0		*			334,429		23.6
Sara Dew Misner(18)		0		*			147,091		10.4


	*	Beneficial ownership represents less than 1% of the applicable class of the Company’s outstanding common stock.
	(1)	Under the rules of the Securities and Exchange Commission, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has the right to acquire within sixty (60) days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest. Except as set forth in the footnotes below, the persons named above have sole voting and investment power with


		respect to all shares of Class A Common Stock and Class B Common Stock shown as being beneficially owned by them.
	(2)	53,233,699 shares of Class A Common Stock were outstanding as of April 1, 2003
	(3)	1,418,477 shares of Class B Common Stock were outstanding as of April 1, 2003
	(4)	Includes:


	•	2,079,910 shares held by Montgomery Investment Company, of which John M. Belk is the majority shareholder.
	•	1,494,019 shares held by Brothers Investment Company, which corporation is equally owned by John M. Belk and the heirs of Thomas M. Belk. Voting and investment power is shared by John M. Belk, Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	15,448 shares held by Mary Claudia, Inc., of which John M. Belk is the majority shareholder.
	•	13,555 shares held by Claudia Watkins Belk Grantor Trust dated 2/23/96, 21,862 shares held by Claudia W. Belk, Tr. u/a f/b/o Mary Claudia Belk and 102,070 shares held by Mary Claudia Belk Irrevocable Trust dated 1/4/94. Claudia W. Belk, the trustee, is John M. Belk’s wife.
	•	1,140,080 shares held in several trusts established by the Will of W.H. Belk for the benefit of his children. Voting and investment power of the trusts for John M. Belk and Thomas M. Belk is shared by John M. Belk, Sarah Belk Gambrell and Henderson Belk. Voting and investment power of the trusts for Sarah Belk Gambrell, W.H. Belk, Jr. and Henderson Belk is shared by John M. Belk, Sarah Belk Gambrell, Henderson Belk and Irwin Belk.
	•	1,436,385 shares held in several trusts established by the Will of Mary I. Belk for the benefit of her children. Voting and investment power of the trusts for John M. Belk and Thomas M. Belk is shared by John M. Belk, Sarah Belk Gambrell and Henderson Belk. Voting and investment power of the trusts for Sarah Belk Gambrell, W.H. Belk, Jr. and Henderson Belk is shared by John M. Belk, Sarah Belk Gambrell, Henderson Belk and Irwin Belk.


	(5)	Includes:


	•	1,494,019 shares held by Brothers Investment Company, which corporation is equally owned by John M. Belk and the heirs of Thomas M. Belk. Voting and investment power is shared by John M. Belk, Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	233,786 shares held by Thomas M. Belk, Jr. as custodian for his minor children.
	•	29,107 shares held by his wife, Sarah F. Belk.
	•	444,212 shares held by Milburn Investment Company. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	2,642,994 shares held by Katherine McKay Belk Irrevocable Trust dated November 6, 2000. Voting and investment power is vested in Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris, the trustees.


	(6)	Includes:


	•	1,494,019 shares held by Brothers Investment Company, which corporation is equally owned by John M. Belk and the heirs of Thomas M. Belk. Voting and investment power is shared by John M. Belk, Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	254,895 shares held by H.W. McKay Belk as custodian for his minor children.
	•	30,618 shares held by his wife, Nina F. Belk.
	•	444,212 shares held by Milburn Investment Company. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	2,642,994 shares held by Katherine McKay Belk Irrevocable Trust dated November 6, 2000. Voting and investment power is vested in Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris, the trustees.


	(7)	Includes:


	•	1,494,019 shares held by Brothers Investment Company, which corporation is equally owned by John M. Belk and the heirs of Thomas M. Belk. Voting and investment power is shared by John M. Belk, Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	216,274 shares held by John R. Belk as custodian for his minor children.
	•	46,401 shares held by his wife, Kimberly D. Belk
	•	444,212 shares held by Milburn Investment Company. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	2,642,994 shares held by Katherine McKay Belk Irrevocable Trust dated November 6, 2000. Voting and investment power is vested in Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris, the trustees.


	(8)	Includes:


	•	1,140,080 shares held in several trusts established by the Will of W.H. Belk for the benefit of his children. Voting and investment power of the trusts for John M. Belk and Thomas M. Belk is shared by John M. Belk, Sarah Belk Gambrell and Henderson Belk. Voting and investment power of the trusts for Sarah Belk Gambrell, W.H. Belk, Jr. and Henderson Belk is shared by John M. Belk, Sarah Belk Gambrell, Henderson Belk and Irwin Belk.
	•	1,436,385 shares held in several trusts established by the Will of Mary I. Belk for the benefit of her children. Voting and investment power of the trusts for John M. Belk and Thomas M. Belk is shared by John M. Belk, Sarah Belk Gambrell and Henderson Belk. Voting and investment power of the trusts for Sarah Belk Gambrell, W.H. Belk, Jr. and Henderson Belk is shared by John M. Belk, Sarah Belk Gambrell, Henderson Belk and Irwin Belk.
	•	19,711 shares held in the name of Sarah Belk Gambrell on the Company’s stock records, but Mrs. Gambrell takes the position that the said shares were transferred without her consent, and she does not currently claim ownership of those shares.


	(9)	Includes:


	•	871 shares held by his wife, Madlon C. Glenn.
	•	1,501,410 shares held by James K. Glenn, Jr., trustee under Will of Daisy Belk Mattox, 587,582 shares held by John Belk Stevens Trust U/W ITEM III, Section C f/b/o James Kirk Glenn, Jr., et al, and 391,897 shares held by John Belk Stevens Trust U/W ITEM III, Section A f/b/o Sara S. Glenn. Voting and investment power is vested in J. Kirk Glenn, Jr., the trustee of each trust.


(10)	Includes 1,500 shares held by his wife, Catherine W. Hudson.
(11)	Includes:


	•	166,707 shares held by First Union National Bank of N. C., B. Frank Matthews, II and Annabelle Z. Royster, co-trustees under the Will of J. H. Matthews, Jr. The trustees named have voting and investment power with respect to such shares.
	•	70,976 shares held by Robinson Investment Company, 500 shares held by his wife, Betty C. Matthews, 435,131 shares held by Matthews Group Limited Partnership and 232,196 shares held by Elizabeth Matthews Welton Family Limited Partnership Phase II.


(12)	Includes 289,876 shares held by his wife, Lucy S. Kuhne.
(13)	Includes:


	•	1,186,802 shares held as custodian for her minor grandchildren, and 100 shares held by her husband, James Fielder Cook.
	•	1,494,019��shares held by Brothers Investment Company, which corporation is equally owned by John M. Belk and the heirs of Thomas M. Belk. Voting and investment power is shared by John M. Belk, Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	444,212 shares held by Milburn Investment Company. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.


	•	2,642,994 shares held by Katherine McKay Belk Irrevocable Trust dated November 6, 2000. Voting and investment power is vested in Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris, the trustees.
	•	446,239 shares held by Katherine McKay Belk Cook Charitable Remainder Unitrust dated 11/1/02, 112,359 shares held by Katherine McKay Belk Cook Grantor Retained Annuity Trust Number One, dated November 14, 2002, and 112,359 shares held by Katherine McKay Belk Cook Grantor Retained Annuity Trust Number Two, dated November 14, 2002. Voting and investment power is vested in Katherine McKay Belk, the trustee.


	Katherine McKay Belk’s address is 2801 W. Tyvola Road, Charlotte, NC 28217.


(14)	Includes:


	•	1,494,019 shares held by Brothers Investment Company, which corporation is equally owned by John M. Belk and the heirs of Thomas M. Belk. Voting and investment power is shared by John M. Belk, Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	444,212 shares held by Milburn Investment Company. Voting and investment power is shared by Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris.
	•	2,642,994 shares held by Katherine McKay Belk Irrevocable Trust dated November 6, 2000. Voting and investment power is vested in Katherine McKay Belk, Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Katherine Belk Morris, the trustees.
	•	158,834 shares held by Katherine Belk Morris as custodian for her minor children and 30,618 shares held by her spouse, Charles Walker Morris.
	•	168,027 shares held by Miss Katherine Belk Morris Irrevocable Trust dated January 10, 2003. Voting and investment power is vested in Katherine Belk Morris and her husband, Charles Walker Morris, the trustees.


	Katherine Belk Morris’ address is 2801 W. Tyvola Road, Charlotte, NC 28217.


(15)	John C. Daughtridge’s address is CCNC-L7, 1600 Morganton Road, Pinehurst, NC 28374.
(16)	Includes:


	•	1,000 shares held by his wife, Lois Ann Daughtridge, 4,440 shares held as custodian for his minor children, and 4,007 shares held as custodian for the minor child of his sister, Harriett D. Harris.
	•	10,673 shares held by Harriett D. Harris Irrevocable Trust dated 12/5/94 f/b/o Harriett B.D. Harris. Voting and investment power is vested in John B. Daughtridge, the trustee.


	John Belk Daughtridge’s address is 16 Guerard Road, Charleston, SC 29407.


(17)	Includes:


	•	22,555 shares held as custodian for the minor children of her brother, John Belk Daughtridge.
	•	8,000 shares held as trustee u/a dated 6/24/99 J.B. and Lois Daughtridge Living Trust.
	•	200,000 shares held by John C. Daughtridge Terminable Interest Property Trust dated August 20, 1997. Voting and investment power is vested in Harriett D. Harris, the trustee.


	Harriett D. Harris’ address is 131 S. Battery, Charleston, SC 29401.


(18)	Sara Dew Misner’s address is 5558 Hackberry Cove, Memphis, TN 38120.

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning compensation paid or accrued by the Company to or on behalf of the Company’s Named Executive Officers for the fiscal years 2001, 2002 and 2003.

SUMMARY COMPENSATION TABLE



				Annual Compensation⁽²⁾⁽³⁾

		Fiscal						Other Annual			Long Term			All Other
Name and Principal Position⁽¹⁾		Year⁽⁴⁾		Salary($)		Bonus($)		Compensation($)			Compensation($)			Compensation($)⁽⁵⁾

John M. Belk			2003		783,000		750,327		70,131	⁽⁶⁾⁽⁷⁾		133,420	⁽⁹⁾		144,538
	Chairman and Chief		2002		747,000		387,667		73,516	⁽⁶⁾⁽⁷⁾					158,488
	Executive Officer;		2001		728,000		0		83,173	⁽⁶⁾⁽⁷⁾					151,621
	Director

Thomas M. Belk, Jr.			2003		576,000		441,622		0	⁽⁷⁾		66,714	⁽⁹⁾		19,101
	President, Store		2002		550,000		228,391		0	⁽⁷⁾					17,840
	Divisions and Real		2001		535,000		0		0	⁽⁷⁾					18,091
	Estate; Director

H. W. McKay Belk			2003		576,000		441,622		0	⁽⁷⁾		66,714	⁽⁹⁾		19,127
	President,		2002		550,000		228,391		0	⁽⁷⁾					12,766
	Merchandising,		2001		535,000		0		0	⁽⁷⁾					18,118
	Marketing and Merchandise Planning; Director

John R. Belk			2003		576,000		441,622		0	⁽⁷⁾		66,714	⁽⁹⁾		19,149
	President, Finance,		2002		550,000		228,391		0	⁽⁷⁾					17,886
	Systems and		2001		535,000		0		0	⁽⁷⁾					18,138
	Operations; Director

Ralph A. Pitts			2003		498,000		254,150		87,021	⁽⁷⁾⁽⁸⁾		46,698	⁽⁹⁾		67,400
	Executive Vice		2002		480,000		99,782		57,397	⁽⁷⁾⁽⁸⁾					66,150
	President, General		2001		468,000		0		64,462	⁽⁷⁾⁽⁸⁾					66,150
	Counsel and Secretary


(1)	The principal position given for each of the Named Executive Officers is the principal position held as of February 1, 2003.
(2)	All amounts reflect compensation paid by BSS unless otherwise indicated.
(3)	Does not include retirement benefits under the Supplemental Pension Plan (as defined herein) or the Pension Plan (as defined herein) (except for payments to John M. Belk). See “Supplemental Pension Plan” and “Pension Plan.”
(4)	Fiscal year 2003 is the year ended February 1, 2003. Fiscal year 2002 is the year ended February 2, 2002. Fiscal year 2001 is the year ended February 3, 2001.
(5)	In fiscal year 2003, the Named Executive Officers received “All Other Compensation” of the following types and amounts: (i) the economic value of split-dollar life insurance policy premiums provided by certain of the Belk Companies in the following amounts: John M. Belk, $20,755; Thomas M. Belk, Jr., $5,101; H.W. McKay Belk, $5,127; and John R. Belk, $5,149; (ii) benefits paid by BSS under the Belk 401(k) Savings Plan (the “401(k) Plan”) in the following amounts: John M. Belk, $3,000; Thomas M. Belk, Jr., $14,000, H.W. McKay Belk, $14,000; John R. Belk, $14,000; and Ralph A. Pitts, $14,000; (iii) benefits paid to John M. Belk under the Pension Plan in the amount of $36,982 and under the Supplemental Pension Plan in the amount of $83,801; and (iv) 6,000 shares of Class B Common Stock granted to Ralph A. Pitts with an appraised value of $8.90 per share at the time of the award. Stock grants awarded to Mr. Pitts in fiscal years 2002 and 2001 are reflected at the same appraised value. All split-dollar life insurance policies were provided prior to July 30, 2002, the date the Sarbanes-Oxley Act of 2002 was enacted.


(6)	Reflects $70,131 in fiscal year 2003, $73,516 in fiscal year 2002, and $83,173 in fiscal year 2001 of above-market interest earned by Mr. Belk on compensation deferred in prior fiscal years pursuant to the Deferred Compensation Plan (as defined herein).
(7)	The dollar value of perquisites and other personal benefits for each Named Executive Officer was less than the established reporting thresholds.
(8)	Reflects amount reimbursed during the fiscal years 2003, 2002, and 2001 for the payment of taxes in the amounts of $87,021, $57,397, and $64,462, respectively.
(9)	Reflects the appraised value of Class B shares awarded under the 2000 Incentive Stock Plan at the time they were awarded. The numbers of Class B shares awarded were as follows: 14,991 to John M. Belk, 7,496 each to Thomas M. Belk, Jr., H. W. McKay Belk and John R. Belk and 5,247 to Ralph A. Pitts. The 2000 Incentive Stock Plan provides that executives can receive the full shares awarded or reduce the shares awarded for Federal and State income tax withholding requirements. Shares reduced for the income tax withholding option were 0 for John M. Belk, 0 for Thomas M. Belk Jr., 2,582 for H.W. McKay Belk, 2,582 for John R. Belk and 1,808 for Ralph A. Pitts.

Long Term Incentive Plan

Under the 2000 Incentive Stock Plan, the Board may, in its discretion, grant awards of Class B Common Stock to key employees as equity incentives. No such awards for any calendar year may exceed 100,000 shares to any executive. Pursuant to that Plan, the Board established a Long Term Incentive Plan for key executives based upon the Company’s sales, profitability and ROIC (return on invested capital) performance against predetermined targets over a three-year period. For the three years ended February 1, 2003, 52.6% of the cumulative target was achieved; accordingly, 52.6% of the target shares were awarded. Employees who receive performance stock awards pay no monetary consideration for the shares.

Executives can receive the full shares awarded or reduce the shares awarded for Federal and State income tax withholding requirements. Shares reduced for this income tax withholding option were 0 for John M. Belk, 0 for Thomas M. Belk Jr., 2,582 for H.W. McKay Belk, 2,582 for John R. Belk and 1,808 for Ralph A. Pitts.

The following table sets forth awards made to the Named Executive Officers in fiscal year 2003 under the Long Term Incentive Plan:



					Estimated Future Annual Payouts
					(# of shares)
	Number of		Performance
Name	Shares Awarded		Period		Threshold		Target		Maximum

John M. Belk		14,991		3 years		11,400		28,500		45,600
Thomas M. Belk, Jr.		7,496		3 years		5,700		14,250		22,800
H.W. McKay Belk		4,914		3 years		5,700		14,250		22,800
John R. Belk		4,914		3 years		5,700		14,250		22,800
Ralph A. Pitts		3,439		3 years		3,990		9,975		15,960

Pension Plan

The Company maintains a pension plan (the “Pension Plan”) that covers substantially all of the employees of the Company. Benefits are based primarily on years of service and the employees’ compensation, subject to limitations under the Code. The compensation covered by the Pension Plan for an employee will be an amount equal to (a) the total cash compensation paid to such employee by his employer through his payroll account during the plan year and reported on his Form W-2; plus (b) all elective pre-tax contributions made for him under any defined contribution plan sponsored by his employer; plus (c) all pre-tax medical premiums paid on his behalf under Section 125 of the Code; and excluding (d) all taxable fringe benefits reported on his Form W-2. The Company’s policy is to fund the Pension Plan to satisfy the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Generally, an employee is entitled upon retirement to annual payments for each year of service in accordance with a set formula comprised of both a basic benefit (specified dollar amount) and a supplemental benefit. Current annual payments of $36,982 are

made to Mr. John M. Belk and the estimated benefits payable upon retirement at normal retirement age for each other Named Executive Officer as of February 1, 2003 are $80,513, $81,216, $82,449 and $59,892 for Messrs. Thomas M. Belk, Jr., H.W. McKay Belk, John R. Belk and Ralph A. Pitts, respectively.

Supplemental Pension Plan

The Company maintains a supplemental executive retirement plan (the “Supplemental Pension Plan”) that covers a select group of management and highly compensated employees (the “Covered Employees”). The following table sets forth estimated annual target benefits available upon retirement with regard to the Supplemental Pension Plan.



	Years of Service(2)

Remuneration(1)	15		20		25		30		35

$300,000	$	75,000	$	112,500	$	150,000	$	187,500	$	225,000
350,000		87,500		131,250		175,000		218,750		262,500
400,000		100,000		150,000		200,000		250,000		300,000
500,000		125,000		187,500		250,000		315,800		375,000
600,000		150,000		225,000		300,000		375,000		450,000
750,000		187,500		281,250		375,000		468,750		562,500
900,000		225,000		337,500		450,000		562,500		675,000


(1)	The compensation covered by the Supplemental Pension Plan includes base salary and any bonus received. For each of the Named Executive Officers, the current compensation covered by the Supplemental Pension Plan does not differ by more than 10% from the amount listed in the “Salary” column of the Summary Compensation table.
(2)	As of February 1, 2003, Mr. John M. Belk has the maximum of 35 credited years of service; Mr. Thomas M. Belk, Jr. has an estimated 23 credited years of service; Mr. H.W. McKay Belk has an estimated 25 credited years of service; Mr. John R. Belk has an estimated 19 credited years of service; and Mr. Ralph A. Pitts has an estimated 8 credited years of service.

The Supplemental Pension Plan is maintained primarily for the purpose of providing supplemental retirement benefits for the Covered Employees. The Covered Employees have a non-forfeitable right to receive a supplemental pension upon five years of service in the covered position. Generally, the amount of the supplemental pension to which a Covered Employee is entitled is an annual target amount computed in the form of a single life annuity equal to 2.5% of his Average Final Earnings for each year of service (in excess of five) up to a maximum of 35 years, reduced by any amounts received due to the Pension Plan and Primary Social Security Benefits. “Average Final Earnings” for purposes of the Supplemental Pension Plan is the average of the Covered Employee’s salary for the highest five years of the last ten years of credited service.

401(k) Savings Plan

All employees of BSS (including officers and directors who are employees) may participate in the Belk 401(k) Savings Plan (the “Plan”) after one year of service (1,000 hours) with BSS. Participating employees may make pre-tax and after-tax contributions, subject to limitations under the Code, of a percentage (not to exceed 15%) of their total compensation and such amounts (and the earnings thereon) are fully vested at all times. As part of the Plan, BSS makes contributions of (a) 1.5% of annual compensation towards a “Fully Vested Employer Contributions Account,” which contributions are fully vested (including the earnings thereon); and (b) 100% “matching” of participating employees’ contributions, up to 6% of annual compensation, towards a “Basic Employer Contributions Account,” which contributions become fully vested after three years of service (including the earnings thereon) or upon the employee’s death, total disability or retirement.

Deferred Compensation Plan

The Company maintains a deferred compensation plan (the “Deferred Compensation Plan”). Certain members of senior management of the Company may participate in the Deferred Compensation Plan.

Participants in the Deferred Compensation Plan may elect to defer a portion of their regular compensation subject to certain limitations prescribed by the Deferred Compensation Plan. Eligible employees may enroll in the Deferred Compensation Plan annually. The Company is required to pay interest on the participant’s deferred compensation. The historical rates vary from between 8% and 15% per annum.

Equity Compensation Plan Information

The following table provides information as of February 1, 2003, concerning shares of the Class B Common Stock authorized for issuance under the Company’s existing equity compensation plan. Stockholders have approved the Belk, Inc. 2000 Incentive Stock Plan. The material features of this plan were described in the proxy statement for fiscal year 2000.

Number of Securities

Remaining Available for

Future Issuance Under

Number of Securities to

Weighted-Average

Equity Compensation

be Issued Upon Exercise

Exercise Price of

Plans (Excluding

of Outstanding Options,

Outstanding Options,

Securities Reflected in

Plan category

Warrants and Rights

Column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

—

N/A

2,705,816

⁽¹⁾

Equity compensation plans not approved by security holders

—

N/A

—

Total

—

2,705,816


(1)	Represents the number of securities available for issuance under the 2000 Stock Incentive Plan including the number of securities subject to grants of Class B Common Stock. The 2000 Stock Incentive Plan authorizes the issuance of stock options and stock appreciation rights (“SARs”). To date, the Company has not granted stock options or SARs under the plan.

Noncompetition Agreements, Employment Agreements and Change of Control Agreements

The Company does not have any noncompetition agreements, employment agreements or change of control agreements with any of the Named Executive Officers.

Executive Officers


				Executive
Name	Age		Position	Officer Since

Mary R. Delk		53	President, Merchandising and Marketing		2002
Ralph A. Pitts		49	Executive Vice President, General Counsel and Secretary		1998
Brian T. Marley		46	Executive Vice President, Finance		2000
Edward J. Record		35	Senior Vice President and Controller		2002

The executive officers set forth above are in addition to those executive officers who also serve as directors of the Company. See “Management of the Company — Directors.”

Mary R. Delk. Ms. Delk has served as President, Merchandising and Marketing of the Company’s Merchandising Division since June 2002. From 1999 to 2002, she was a managing partner in the retail practice of Andersen Business Consulting, and from 1994 to 1999 was a partner with the Senn-Delaney unit of Arthur Andersen LLP. Prior to that time, she held the positions of Senior Vice President and General Merchandise Manager of Accessory Lady and Vice President and General Merchandise Manager of Montgomery Ward.

Ralph A. Pitts. Mr. Pitts has served as Executive Vice President, General Counsel and Secretary for the Company since May 1998. Mr. Pitts has been Executive Vice President and General Counsel of BSS since 1995. From 1985 to 1995, he was a partner in the law firm of King & Spalding in Atlanta, Georgia. Mr. Pitts

serves on the Charlotte Board of Advisors of Wachovia Bank and on the Boards of Central Piedmont Community College and the Mecklenburg County Council of the Boy Scouts of America.

Brian T. Marley. Mr. Marley has served as Executive Vice President, Finance for the Company since December 2000. From 1993 to 2000, he was a partner in the accounting firm of KPMG LLP. Mr. Marley serves on the Boards of the United Way of Central Carolinas, the Mecklenburg County Council of the Boy Scouts of America and the North Carolina Zoological Park.

Edward J. Record. Mr. Record has served as Senior Vice President and Controller of the Company since June 2002. From May 2002 until June 2002, Mr. Record served as Vice President of Finance and Controller for the Filene’s division of The May Company and from 1998 until 2002 held the same position for the Kaufman’s division.

Report on Executive Compensation

General

The Company does not have a Compensation Committee. Compensation paid to the Company’s principal executive officers, including the Named Executive Officers, for the fiscal year ended February 1, 2003, was paid by BSS. The general policies under which such compensation was paid were determined by BSS and reviewed with the directors of the Company.

The Company’s compensation philosophy is a “pay for performance” model designed to attract and retain highly qualified executives and to align their financial interests with those of the Company’s stockholders. The Company’s specific objectives in determining compensation are (1) to provide appropriate incentives designed to assist in assuring that the Company achieves its revenue and earnings objectives; (2) to ensure that the Company is able to attract and retain loyal, high quality management; and (3) to increase stockholder value. The Company believes that executive pay should correlate to the level of responsibility and performance of the executive on an individual basis.

Annual executive compensation for the fiscal year ending February 1, 2003 was comprised of a base salary, a possible cash incentive bonus, and a possible grant of shares of Belk, Inc. Class B Common Stock under a long term equity incentive plan. The base salary for each executive is intended to reflect the scope of responsibilities and duties of that executive on an annual basis. Annual base salary adjustments are based upon performance measured against the accomplishment of individual goals. Payment of the cash incentive bonus is determined by the Company’s sales and earnings performance measured against predetermined budgetary targets. The cash bonus is computed as a percentage of the executive’s base salary determined by the extent to which the Company achieves those goals. The grant of shares under the long term equity incentive plan is determined by the Company’s sales and earnings performance over a three-year period against predetermined targets with a threshold trigger based upon the Company’s overall return on invested capital. The annual salary of, bonus earned by, and shares granted to each of the Named Executive Officers for the fiscal year ending February 1, 2003, is reflected in the Summary Compensation Table and notes thereto.

Chief Executive Officer Compensation

John M. Belk has served as Chairman and Chief Executive Officer of the Company since its formation in May 1998. During the fiscal year ending February 1, 2003, the Company again achieved record sales volume and recorded the most profitable year in its history. The Company’s net income of $85 million represented an increase of approximately 33% over the prior year. In addition, the Company successfully implemented a major restructuring of its merchandising functions, consolidating five separate merchandising and sales promotion operations into a single organization located in the Company’s Charlotte offices. Mr. Belk provided strong and consistent leadership as the Company met the difficult economic challenges facing all retailers and continued to improve its sales productivity and operational efficiency.

Mr. Belk does not have an employment agreement with the Company. His compensation for the fiscal year ending February 1, 2003, followed the model outlined above. His base salary was $783,000, with a cash incentive bonus of $750,327 based upon the Company’s earnings and a grant of 14,991 shares of Belk, Inc.

Class B Common Stock under the Company’s long term equity incentive plan. Mr. Belk received additional compensation in the form of insurance premiums paid by the Company, benefits paid under the Belk Profit Sharing Plan and Pension Plan and above-market interest earned on compensation deferred in prior fiscal years pursuant to the Company’s Deferred Compensation Plan.

Section 162(m) of the Internal Revenue Code (the “Code”) limits the tax deductibility of compensation in excess of $1 million paid to the Named Executive Officers unless the payments are made under a performance based plan as defined in Section 162(m) of the Code. The Company believes that, with the exception of salary and bonus paid to John M. Belk, Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk in excess of $1 million, the payments to John M. Belk and the other Named Executive Officers earned during the fiscal year ending February 1, 2003, meet the requirements of deductibility as specified in the Code. While the Company recognizes that a portion of the compensation paid to Mr. Belk exceeds the deductibility limits under the Code, the Company believes such compensation to be appropriate and intends to continue to compensate the Chief Executive Officer in such a manner that maximizes the allowable deductions while providing executive compensation that will reward strong financial performance and remain competitive in the industry.

Benefits

Benefits offered to key executives serve a different purpose than do other elements of total compensation. In general, they are designed to provide a safety net of protection against financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement incomes based on years of service with the Company. Benefits offered to key executives are largely those offered to the general employee population, with some variation, primarily to promote tax efficiency and replacement of benefit opportunities lost due to regulatory limits.

Conclusion

The Company intends to continue to operate under, and to adjust as necessary, its compensation policies and practices to assure that they are consistent with the goals and objectives of the Company, with the primary mission of increasing long-term stockholder value.


Board of Directors of BSS:		John M. Belk, Chairman
		J. Kirk Glenn, Jr.
		Thomas M. Belk, Jr.
		H.W. McKay Belk
		John R. Belk

Compensation Committee Interlocks and Insider Participation

The Board of Directors does not have a compensation committee. Compensation policies are determined by the Board of Directors of BSS and reviewed by the directors of the Company. Several of the members of the Board of Directors of BSS who participated in discussions regarding executive compensation for fiscal year 2003 have relationships with the Company and its subsidiaries in addition to their service as members of the Board of Directors of BSS. The following officers of the Company participated in deliberations of the Board of Directors of BSS concerning executive officer compensation:

Mr. John M. Belk is Chairman of the Board and Chief Executive Officer of the Company. Mr. Belk is also Chairman of the Board and Chief Executive Officer of BSS.

Mr. Thomas M. Belk, Jr. is President, Store Divisions and Real Estate of the Company. Mr. Belk is also President, Store Divisions and Real Estate of BSS.

�� Mr. H.W. McKay Belk is President, Merchandising, Marketing and Merchandise Planning of the Company. Mr. Belk is also President, Merchandising, Marketing and Merchandise Planning of BSS.

Mr. John R. Belk is President, Finance, Systems and Operations of the Company. Mr. Belk is also President, Finance, Systems and Operations of BSS.

Shareholder Return Performance Graph

Neither the Class A Common Stock nor the Class B Common Stock were traded on a public market during any part of fiscal year 2003. Accordingly, the stock performance graph comparing the cumulative total shareholder return against cumulative total return of the Standard & Poor’s 500 Stock Index and the Standard & Poor’s comparable industry index has been omitted.

Certain Transactions

Indebtedness of Management

In October 2001, the Company extended loans to Mr. Thomas M. Belk, Jr., Mr. H.W. McKay Belk and Mr. John R. Belk in the principal amounts of $2.5 million, $2.5 million and $2.0 million, respectively. In February 2002, the loan to Mr. John R. Belk was increased to $2.5 million. The loans were made for the purpose of refinancing debt incurred in connection with the acquisition of the Company’s stock and for personal purposes. The loans are secured with pledges of the Company’s stock and are scheduled to be repaid in equal annual installments of $500,000, plus interest, in cash or in Company stock over a five-year period beginning on January 3, 2003.

On January 3, 2003, the principal amount of $500,000 was repaid on each loan in stock. The value of the Company stock used for loan repayment was determined by an independent valuation. The interest accrued on the loans to Mr. Thomas M. Belk Jr. and Mr. H. W. McKay Belk were also repaid in Company stock. The interest accrued on the loan to Mr. John R. Belk was paid in cash. The loans bear interest at LIBOR plus 150 basis points. As of April 1, 2003, the outstanding principal amount of each loan was $2 million. Mr. Thomas M. Belk, Jr., Mr. H.W. McKay Belk and Mr. John R. Belk are executive officers and directors of the Company.

The Sarbanes-Oxley Act of 2002 prohibits extensions of credit to executive officers and directors and the “material modification” of any term of a loan that was extended before July 30, 2002. The Company entered into these loans before July 30, 2002, the date the Sarbanes-Oxley Act of 2002 was enacted. Since that time, the Company has not made any new extensions of credit to executive officers or directors nor materially modified the terms of any existing loans.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s officers, directors and persons who own more than ten percent (10%) of the Common Stock to file certain reports with respect to each such person’s beneficial ownership of the Common Stock, including statements of changes in beneficial ownership on Form 4. In addition, Item 405 of Regulation S-K requires the Company to identify in its Proxy Statement each reporting person who failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto, to our knowledge, all required filings were made on a timely basis except that no filing was made with respect to 19,711 shares purportedly transferred to Mrs. Sarah Belk Gambrell on April 23, 2002. Mrs. Gambrell has advised the Company that those shares were transferred to her without her consent and that she does not presently claim ownership of the shares.

SELECTION OF INDEPENDENT AUDITORS

KPMG LLP served as the independent auditor of the Company for the fiscal year ended February 1, 2003. One or more representatives of KPMG LLP will be present at the meeting, will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

Audit and All Other Fees

We have elected to disclose voluntarily fees billed to us by KPMG LLP in fiscal year 2003 in accordance with the newly adopted SEC rules regarding disclosure of audit and audit-related fees, even though such rules are not yet effective. The fees billed by KPMG LLP in fiscal year 2002 are disclosed in the proxy statement for fiscal year 2002 in accordance with the rules in effect at that time.

Audit Fees

The aggregate fees billed by KPMG LLP for audit services for fiscal year 2003 were $286,000. Those services included the audit of the Company’s annual financial statements, the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, the audit of the annual financial statements of Belk National Bank and audit services related to the implementation of SFAS No. 133, restructuring, pension and other issues.

Audit Related Fees

The aggregate fees billed by KPMG LLP for audit-related services for fiscal year 2003 were $37,500. Those services included audits of the Company’s employee benefits plans and related accounting advice.

Tax

The aggregate fees billed by KPMG LLP for tax services for fiscal year 2003 were $23,200. Those services included review of the Company’s tax returns and advice on tax compliance and planning.

All Other Fees

There were no other fees billed by KPMG LLP in fiscal year 2003.

Audit Committee Pre-Approval Policies and Procedures

On March 13, 2003, the Company’s Board of Directors adopted an amended Audit Committee Charter, which among other things, requires the Audit Committee to pre-approve audit and permitted non-audit services to be rendered by the Company’s independent accountants. The Audit Committee is authorized to designate one of its members to pre-approve such services, provided that the issue is then presented to the full Committee at its next meeting.

ANNUAL REPORT TO STOCKHOLDERS

The Annual Report of the Company for the year ended February 1, 2003 accompanies this Proxy Statement.

ANNUAL REPORT ON FORM 10-K

The Company will provide copies of the Company’s Annual Report on Form 10-K, including the financial statements and financial statement schedules, as filed with the Securities and Exchange Commission (the “Annual Report”), to eligible stockholders upon request at no cost to such stockholders. The Company will also provide copies of the exhibits to the Annual Report to eligible stockholders upon request, for which the Company may impose a reasonable fee. Requests for copies of either the Annual Report or the exhibits thereto should be mailed to:


Belk, Inc.
2801 West Tyvola Road
Charlotte, North Carolina 28217
Attention:		Ralph A. Pitts, Executive Vice President,
		General Counsel and Secretary

STOCKHOLDER PROPOSALS

Any stockholder proposals intended to be presented at the Company’s 2004 Annual Meeting of Stockholders in accordance with Rule 14a-8 of the Securities Exchange Act must be received by the Company no later than December 24, 2003 in order to be considered for inclusion in the Proxy Statement and form of proxy to be distributed by the Board of Directors in connection with such meeting.

Stockholder proposals brought before the Company’s 2003 Annual Meeting of Stockholders other than in accordance with Rule 14a-8 must satisfy the requirements of the Company’s Certificate of Incorporation. To be timely, written notice of such proposal must be given to the Secretary of the Company not less than 60, nor more than 90 days prior to the meeting, unless less than 70 days’ notice of the meeting is provided to stockholders, in which case notice must be received by the Secretary no later than ten days after the date notice of the meeting is mailed or publicly disclosed by the Company. The notice must address the specific information set forth in the Certificate of Incorporation.

The Company shall retain discretion to vote proxies on a proposal filed within the above deadlines provided (1) the Company includes advice on the nature of the proposal and how the Company intends to exercise its voting discretion in the proxy statement and (2) the proponent of such proposal does not issue a proxy statement.

HOUSEHOLDING

As permitted by the Exchange Act, only one copy of this proxy statement is being delivered to stockholders residing at the same address, unless such stockholders have notified the Company of their desire to receive multiple copies of the proxy statement. Upon oral or written request, the Company will promptly deliver a separate copy of the proxy statement to any stockholder residing at an address to which only one copy was mailed. Stockholders residing at the same address and currently receiving only one copy of the proxy statement may contact the Company to request multiple copies in the future, and stockholders residing at the same address and currently receiving multiple copies of the proxy statement may contact the Company to request a single copy in the future. All such requests should be sent to:


Belk, Inc.
2801 West Tyvola Road
Charlotte, North Carolina 28217
Attention:		Ralph A. Pitts, Executive Vice President,
		General Counsel and Secretary

OTHER MATTERS

The Board knows of no other matters to be brought before the meeting.

EXPENSES OF SOLICITATION

The cost of solicitation of proxies will be borne by the Company. In an effort to have as large a representation at the meeting as possible, special solicitation of proxies may, in certain instances, be made personally or by telephone, facsimile or mail by one or more employees of the Company. The Company also will reimburse brokers, banks, nominees and other fiduciaries for postage and reasonable clerical expenses of forwarding the proxy material to their principals who are beneficial owners of the Company’s Common Stock.


	By Order of the Board of Directors,


	Ralph A. Pitts
	Executive Vice President,
	General Counsel and Secretary

Charlotte, North Carolina

April 23, 2003

APPENDIX A

BELK, INC.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

(as amended March 13, 2003)

Structure:

The Audit Committee shall be comprised of three to five members of the Board of Directors of Belk, Inc. (the “Company”). At least one member of the committee should be a non-officer who is free of any relationship to the company that may interfere with the exercise of independent judgment. All members of the Audit Committee should have the ability to read and understand fundamental financial statements as well as key business and financial risks and related controls and control processes.

The Board of Directors shall designate a Chairman of the Audit Committee. The Chairman shall have the authority to excuse from such meetings any members of the committee or others as may be appropriate.

Authority:

The Board of Directors of the Company grants the Audit Committee the authority to carry out its role and responsibilities as defined by this charter. The Audit Committee shall have full access to both internal and external resources, including special legal, accounting or other advisors, to fulfill its responsibilities.

Role:

The primary function of the Audit Committee is to oversee the processes for preparation of the financial reports and other financial information furnished by the Company to its stockholders and others, the Company’s system of internal controls and the Company’s audit, accounting and financial reporting processes generally.

In carrying out this function, the Audit Committee shall monitor the performance of the Company’s financial reporting process and system of internal control; review and appraise the audit efforts of the Company’s independent accountants and internal audit department; and provide for open ongoing communication among the independent accountants, financial and senior management, internal audit department and the Board of Directors concerning the Company’s financial position and affairs.

The Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements, and the Company’s independent auditors are responsible for conducting an independent audit of the Company’s consolidated financial statements on an annual basis in accordance with generally accepted auditing standards and issuing a report expressing their opinion on those statements. The Audit Committee is responsible for monitoring and overseeing these processes.

Responsibilities:

Audit Committee specific responsibilities include:

i. Internal Controls

Understand management’s attitude toward the internal control environment and their assessment of the Company’s internal control procedures.

Review internal and external audit findings and comments concerning internal controls and make recommendations to Company management, as appropriate.

Review with management and the independent auditors the internal control structure of the Company and any identified weaknesses in that structure.

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ii. Financial Reporting

All interim and annual financial statements issued to stockholders and the Securities and Exchange Commission (“SEC”) and all accompanying disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be reviewed by the Audit Committee through its Chairman or other designated representatives in a timely manner.

Discuss with management, the independent accountants and the internal auditors any significant contingencies, risks or exposures affecting the Company, and assess the steps management has taken to minimize such contingencies, risks and exposures.

Discuss with management and the independent accountants significant financial reporting issues, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s disclosure controls and procedures or particular areas where new or more detailed controls or procedures are desirable, the development, selection and disclosure of critical accounting policies, procedures and estimates, and analyses of the effect of alternative assumptions, estimates or GAAP methods on the Company’s financial statements.

Review any SEC comments letters and the related responses.

Review with management accounting policies, the accounting for significant transactions and significant estimates used in the financial statements.

iii. Internal Audits

Review the internal audit plans and significant audit findings.

Review action taken by the Company to address significant internal audit findings and make recommendations to Company management, as appropriate.

Approve the employment and replacement of the Vice President of the internal audit department.

Hold regular meetings with internal auditors. The chairman shall have the authority to excuse from such meetings any members of the committee or others as may be appropriate.

Review and approve the internal audit charter.

iv. External Audits

Have direct responsibility for the appointment, compensation, retention and oversight of independent auditors.

As required by Section 204 of the Sarbanes-Oxley Act of 2002, obtain and review a report from the independent accountants at least annually regarding (1) all critical accounting policies and practices to be used, (2) all alternative treatments within GAAP discussed with management, and (3) any other material written communications with management.

Prior to commencement of the annual audit, meet with the independent accountants, the internal auditors and financial management of the Company to review:


	a. The audit scope and plan of the internal auditors and the independent accountants for the current year, the program for integration of the independent and internal audit efforts, the audit procedures to be utilized, and the proposed fees of the independent accountants.

	b. Which services to be provided are audit services, and which are non-audit services, taking into account the Sarbanes-Oxley Act and the SEC regulations thereunder. Non-audit services that are not permitted under the Sarbanes-Oxley Act shall not be provided by the independent accountants, subject, if the Committee so elects, to the de minimus exception under the Sarbanes-Oxley Act.

The Committee shall approve the audit services and non-audit services to be provided by the independent accountants, and shall communicate to the General Counsel any non-audit services that are approved, for

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reporting in the Company’s periodic reports. The Committee shall designate one member of the Committee who shall be authorized to pre-approve any permitted non-audit services, and to report such pre-approval to the full Committee at its next scheduled meeting, as contemplated by Section 202 of the Sarbanes-Oxley Act. Prior to such approval, the Committee or the approving member shall give due consideration to whether the independent accountants’ performance of non-audit services is compatible with their continued independence.

Review audit findings with external auditors and ensure that all matters to be communicated to the Audit Committee per SAS No. 61, “Communications with Audit Committees” are discussed. SAS No. 61 requires external auditors to communicate the following matters to the Audit Committee:


	*	the auditor’s responsibility according to generally accepted auditing standards;

	*	material accounting policies;

	*	accounting estimates and management judgments;

	*	audit adjustments;

	*	other information contained in documents with audited financial estimates;

	*	disagreements with management;

	*	management’s consultation of other accountants about auditing and accounting issues;

	*	issues discussed with management before retaining the auditor for the next audit;

	*	problems noted in performing the audit.

The committee will review and consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles used in financial reporting. Understand the nature of any accounting and audit disagreements between management and external auditors.

v. Other

Monitor compliance with the Company’s “Acceptable Business Practices” code.

Review legal and regulatory matters that may have a material impact on the Company’s consolidated financial statements and related compliance policies and programs.

Set clear hiring policies for the Company’s hiring of employees or former employees of the independent accountants, in light of best practices and compliance with legal requirements, including Section 206 of the Sarbanes-Oxley Act.

Review with management the procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters (ii) the confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters and (iii) the protection of employees who act lawfully to provide information, cause information to be provided, or otherwise assist in an investigation or file, cause to be filed, testify, participate in or otherwise assist in a proceeding filed as a result of a violation of securities laws relating to fraud against stockholders.

Administrative

Formal meetings of the Audit Committee, with minutes of the meeting recorded, shall be held at least three times annually. Additional meetings and conference calls should be convened as necessary. Copies of the minutes will be sent to the members of the Audit Committee and to the Board of Directors. Annually the Audit Committee will prepare a report to be included in the Company’s annual proxy statement in accordance with the rules of the SEC.

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This charter of the Audit Committee should be reviewed and approved annually by the Board of Directors and published in the proxy statement every three years. Any amendments deemed necessary shall be approved by the Board of Directors.

The Audit Committee will report its activities and findings with such recommendations as the Audit Committee may deem appropriate, to the Board of Directors at the next regular scheduled meeting of the Board of Directors subsequent to an Audit Committee meeting.

The Audit Committee will conduct a formal self-assessment exercise at least once every year.

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PROXY	PROXY

BELK, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE

ANNUAL MEETING OF STOCKHOLDERS ON MAY 28, 2003

The undersigned hereby appoints John M. Belk, Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk, and each of them, proxies, with full power of substitution and resubstitution, for and in the name of the undersigned, to vote all shares of stock of Belk, Inc., which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on Wednesday, May 28, 2003, at 11:00 a.m., local time, at 2801 West Tyvola Road, Charlotte, North Carolina 28217, and at any adjournment thereof, upon the matters described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, receipt of which is hereby acknowledged, and upon any other business that may properly come before the meeting or any adjournment thereof. Said proxies are directed to vote on the matters described in the Notice of Annual Meeting and Proxy Statement as follows, and otherwise in their discretion upon such other business as may properly come before the meeting or any adjournment thereof.


		To elect three (3) directors, whose terms will expire at the 2006 annual meeting of stockholders.


o		FOR all nominees listed (except as marked to the contrary)		o		WITHHOLD AUTHORITY to vote for all nominees listed


	H. W. McKay Belk
	B. Frank Matthews, II
	Thomas C. Nelson


		(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE’S NAME IN THE LIST ABOVE.)

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE PROXY WILL BE VOTED FOR THE PROPOSAL LISTED ABOVE.

, 2003






	Please sign exactly as your name or names appear hereon. Where more than one owner is shown above, each should sign. When signing in a fiduciary or representative capacity, please give full title. If this proxy is submitted by a corporation, it should be executed in the full corporate name by a duly authorized officer. If a partnership, please sign in partnership name by authorized person.

PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.

Belk (BLKIA) Inactive DEF 14ADefinitive proxy