Zumiez : 2026 Proxy Statement and 2025 Annual Report

Published: 2026-04-27 19:06:07 ET ZUMZ

Published on 04/27/2026 at 07:06 pm EDT

Notice of 2026 Annual Meeting And Proxy Statement

2025 Annual Report on Form 10-K

Dear Shareholder:

4001 204th Street SW Lynnwood, Washington 98036

You are cordially invited to attend the 2026 annual meeting of shareholders of Zumiez Inc., a Washington corporation. Zumiez Inc. and its wholly-owned subsidiaries is also referred to as "Zumiez," "we," "our," "us," "its" and the "Company." The meeting will be held on Wednesday, June 3, 2026 at 8:00 a.m. (Pacific Time) at our headquarters located at 4001 204th Street SW, Lynnwood, Washington 98036 for the following purposes:

To elect three directors to hold office until our 2029 annual meeting of shareholders;

To hold an advisory, non-binding, vote on executive compensation;

To consider and act upon a proposal to ratify the selection of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2027 ("fiscal 2026"); and

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

Our board of directors recommends a vote "For" Items 1, 2, and 3. The record date for the annual meeting is

March 25, 2026. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment or postponement thereof.

Under the Securities and Exchange Commission ("SEC") rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. The delivery process will allow us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 24, 2026, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our fiscal year ending January 31, 2026 ("fiscal 2025") Proxy Statement and 2025 Annual Report to Shareholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

YOUR VOTE IS IMPORTANT!

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote online, by telephone, or if you received a paper copy of the voting card, submit your proxy by signing, dating and returning the accompanying proxy card in the enclosed prepaid return envelope. If you decide to attend the annual meeting and you are a shareholder of record, you will be able to vote in person even if you have previously submitted your proxy.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2026: The Notice of Annual Meeting of Shareholders, Proxy Statement and the Annual Report to Shareholders are available on the internet at https://ir.zumiez.com/financial-information/annual-reports.

Lynnwood, Washington April 24, 2026

By Order of the Board of Directors

Chris K. Visser

Chief Legal Officer and Secretary

4001 204th Street SW Lynnwood, Washington 98036

We are making available to you this proxy statement and the accompanying proxy card because the board of directors of Zumiez Inc. ("Zumiez," "we," "us," "its" and the "Company") is soliciting your proxy to vote at our 2026 annual meeting of shareholders. You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. Should you choose to attend, you must be ready to present proof of your ownership of Zumiez stock as of the record date, March 25, 2026, to attend the meeting. However, you do not need to attend the meeting to vote your shares. For more information on voting, see information below under the section heading "How do I vote?".

We intend to mail or otherwise make available this proxy statement and the accompanying proxy card on or about April 24, 2026 to all shareholders of record entitled to vote at the annual meeting.

Only shareholders of record at the close of business on March 25, 2026, the record date for the annual meeting, will be entitled to vote at the annual meeting. At the close of business on the record date, there were 17,255,722 shares of common stock outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name

If, at the close of business on the record date, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you vote your proxy to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, at the close of business on the record date, your shares were not held in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by your broker, bank or other agent. The broker, bank or other agent holding your account is considered to be the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. Should you choose to attend, you must be ready to present proof of your ownership of Zumiez stock as of the record date, March 25, 2026, in order to attend the meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy issued in your name from your broker, bank or other agent. For more information about a legal proxy, see the information, below, under the section heading "How do I vote? - Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent."

You are being asked to vote on the following matters:

Election of three directors (Proposal 1);

An advisory, non-binding vote on executive compensation (Proposal 2);

To consider and act upon a proposal to ratify the selection of Baker Tilly US, LLP as our independent registered public accounting firm for fiscal 2026 (Proposal 3).

When you vote your proxy, you appoint Chris K. Visser and Richard M. Brooks as your representatives at the meeting. When we refer to the "named proxies," we are referring to Mr. Visser and Mr. Brooks. This way, your shares will be voted even if you cannot attend the meeting.

For Proposals 1, 2, and 3, you may vote "For," "Against" or "Abstain" from voting (for the election of directors, you may do this for any director nominee that you specify). The procedures for voting are as follows:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote in person at the annual meeting, via the internet, by telephone or by proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person if you have already voted by proxy.

To vote in person, come to the annual meeting and we will give you a ballot when you arrive. Please be prepared to present proof of your ownership of Zumiez stock as of March 25, 2026.

To vote via the internet-You may vote online at https://www.proxyvote.com. Voting on the internet has the same effect as voting by mail or by telephone. If you vote via the internet, do not return your proxy card and do not vote by telephone. Internet voting will be available until 11:59 p.m. Eastern time, June 2, 2026.

To vote by telephone-You may vote by telephone by calling 1-800-690-6903 and following the automated voicemail instructions. Voting by telephone has the same effect as voting by mail or via the internet. If you vote by telephone, do not return your proxy card and do not vote via the internet. Telephone voting will be available until 11:59 p.m. Eastern time, June 2, 2026.

To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy or voting instruction form with these proxy materials from that organization rather than from us. You can vote by using the proxy or voting information form provided by your broker, bank or other agent or, if made available, vote by telephone or via the internet. To vote in person at the annual meeting, you must obtain a legal proxy from your broker, bank or other agent. Under a legal proxy, the bank, broker, or other agent confers all of its rights as a record holder (which may in turn have been passed on to it by the ultimate record holder) to grant proxies or to vote at the meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy. Please allow sufficient time to receive a legal proxy through the mail after your broker, bank or other agent receives your request.

On each matter to be voted upon, you have one vote for each share of Zumiez common stock you own as of the close of business on March 25, 2026, the record date for the annual meeting.

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted in the following manner:

"For" the election of all nominees for director (Proposal 1);

"For" the approval of the compensation of the Company's named executive officers as disclosed in these materials (Proposal 2);

"For" the ratification of the selection of Baker Tilly US, LLP as our independent registered public accounting firm for fiscal 2026 (Proposal 3).

If any other matter is properly presented at the meeting, one of the named proxies on your proxy card as your proxy will vote your shares using his discretion.

We will pay for the entire cost of soliciting proxies. In addition to mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We have retained Advantage Proxy to act as a proxy solicitor in conjunction with the annual meeting. We have agreed to pay Advantage Proxy approximately $5,000 for proxy solicitation services.

If you receive more than one proxy card, your shares are registered in more than one name and/or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted. Alternatively, if you vote by telephone or via the internet, you will need to vote once for each proxy card and voting instruction card you receive.

Yes. You can revoke your proxy at any time before the applicable vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

You may submit another properly completed proxy with a later date.

You may send a written notice that you are revoking your proxy to our Chief Legal Officer and Secretary, Chris K. Visser, at 4001 204th Street SW, Lynnwood, Washington 98036.

You may attend the annual meeting and vote in person (if you hold your shares beneficially through a broker, bank or other agent you must bring a legal proxy from the record holder in order to vote at the meeting).

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by

them.

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares as of the close of business on the record date are represented by shareholders present at the meeting or by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote in person at the meeting. Generally, abstentions and broker non-votes (discussed below in "How are votes counted?") will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date. Your vote is extremely important, so please vote.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count "For," "Against" and "Abstain" and broker non-votes (described below, if applicable) for Proposals 1, 2, and 3.

Abstentions and broker non-votes will not be counted as votes cast for any proposal.

If your shares are held by your broker, bank or other agent as your nominee (that is, in "street name"), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions to your broker, bank or other agent, they can vote your shares with respect to discretionary items, but not with respect to non-discretionary items. Under the rules of the New York Stock Exchange, the election of directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2) are considered non-discretionary items while the ratification of the selection of Baker Tilly US, LLP as our independent registered public accounting firm (Proposal 3) is considered a discretionary item. Accordingly, if your broker holds your shares in its name, the broker is not permitted to vote your shares on Proposal 1 or 2 but is permitted to vote your shares on Proposal 3 even if it does not receive voting instructions from you because Proposal 3 is considered discretionary. When a broker votes a client's shares on some but not all of the proposals at the annual meeting, the missing votes are referred to as broker non-votes. Broker non-votes will be included in determining the presence of a quorum at the annual meeting but are not considered present or a vote cast for purposes of voting on the non-discretionary items. Please vote your proxy so your vote can be counted.

Under Washington corporation law, our Articles of Incorporation and our bylaws, if a quorum exists, the approval of any corporate action taken at a shareholder meeting is based on votes cast. "Votes cast" means votes actually cast "For" or "Against" Proposals 1, 2, and 3, whether by proxy or in person. Abstentions and broker non-votes (discussed previously) are not considered "votes cast." Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of the shareholders shall be entitled to one vote per share.

Proposal 1. As described in more detail below under "What are the voting procedures for director elections?" we have adopted majority voting procedures for the election of directors in uncontested elections. As this is an uncontested election, the director nominees will be elected if the votes cast "For" a nominee's election exceed the votes cast "Against" the director nominee. There is no cumulative voting for the election of directors.

Proposal 2. For the approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in these materials, if the number of "For" votes exceeds the number of "Against" votes, then Proposal 2 will be approved.

Proposal 3. For the ratification of the selection of our independent registered public accounting firm for fiscal 2026, if the number of "For" votes exceeds the number of "Against" votes, then Proposal 3 will be ratified.

If you abstain from voting on any of the proposals, or if a broker or bank indicates it does not have discretionary authority to vote on any particular proposal, the shares will be counted for the purpose of determining if a quorum is present, but will not be included in the vote totals as a vote cast with respect to the proposal in question. Furthermore, any abstention or broker non-vote (a broker non-vote is explained previously in "How are votes counted?") will have no effect on the proposals to be considered at the meeting since these actions do not represent votes cast by shareholders.

The nominees for director in an uncontested election, such as this one, will be elected if the votes cast in favor of a nominee's election exceed the votes cast opposing such nominee's election. Abstentions and broker non-votes are not considered "votes cast." Likewise, a share otherwise present at the meeting as to which a shareholder gives no authority or direction to vote is also not considered a "vote cast."

If this had been a contested election, the directors would be elected by a plurality of the votes cast. A "contested election" means an election of directors of the Company in which the number of nominees for any election of directors nominated by (i) the board of directors, or (ii) any shareholder pursuant to Article 1, Section 10 of the Company's bylaws, or (iii) a combination of nominees by the board of directors and any shareholder pursuant to Article I, Section 10 of the Company's bylaws, exceed the number of directors to be elected.

A nominee for director in an uncontested election who does not receive the requisite votes for election, but who was a director at the time of the election, shall continue to serve as a director for a term that shall terminate on the date that is the earlier of: (i) ninety (90) days from the date on which the voting results of the election are certified, (ii) the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board of directors, or (iii) the date the director resigns. Except in the foregoing sentence, a director who failed to receive a majority vote for election will not participate in the filling of his or her office. If none of the directors receive a majority vote in an uncontested election, then the incumbent directors (a) will nominate a slate of directors and hold a special meeting for the purpose of electing those nominees as soon as practicable, and (b) may in the interim fill one or more offices with the same director(s) who will continue in office until their successors are elected. If, for any reason, the directors shall not have been elected at any annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by the Company's bylaws.

Preliminary voting results will be announced at the annual meeting. Final voting results will be published on Form 8-K with the Securities and Exchange Commission ("SEC") within four business days after the annual meeting.

Our corporate governance practices and policies promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management and help build public trust in our Company. Our governance framework is built on a foundation of written policies and guidelines, which we modify and enhance on a regular basis to reflect best practices and feedback from our shareholders. Our Corporate Governance Guidelines and other key governance policies and documents are available on our website at https://ir.zumiez.com.

As required under Nasdaq listing rules, a majority of the members of a listed company's board of directors must qualify as "independent," as affirmatively determined by the board of directors. Our board of directors consults with our counsel to ensure that the board's determinations are consistent with all relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in applicable Nasdaq listing rules, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director or any of his or her family members and the Company, our senior management and our independent auditors, our board of directors has affirmatively determined that all of our directors are independent directors within the meaning of the applicable Nasdaq listing rules, except for our Chairman of the Board, Mr. Campion, and our Chief Executive Officer, Mr. Brooks.

As required under applicable Nasdaq listing rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our board of directors are comprised of directors determined by the board to be independent within the meaning of the applicable Nasdaq listing rules.

We separate the roles of Chief Executive Officer ("CEO") and Chairman of the Board ("Chairman") in recognition of the differences between the two roles. Our CEO, Richard M. Brooks, is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while our Chairman, Thomas D. Campion, provides guidance to the CEO and input to the agenda for board meetings and presides over meetings of the full board of directors. Because Mr. Campion is an employee of the Company and is therefore not "independent," our board of directors has appointed Travis D. Smith, as the Company's lead independent director. The lead independent director has responsibility to:

call, lead and preside over meetings of the independent directors, which meet in private executive sessions at each board meeting;

call special meetings of the board of directors on an as-needed basis;

set the agenda for executive sessions of meetings of the independent directors;

facilitate discussions among the independent directors on key risks and issues and concerns outside of board meetings;

brief the Chairman and CEO on issues that arise in executive session meetings;

serve as a non-exclusive conduit to the Chairman and CEO of views, concerns and issues of the independent directors; and

collaborate with the Chairman and CEO on setting the agenda for board meetings.

The board takes an active role, as a whole and also at the committee level, in helping the Company evaluate and plan for the material risks it faces, including operational, financial, legal, regulatory, strategic and reputational risks. The Company utilizes a risk management and oversight framework built upon eight key practices identified by the National Association of Corporate Directors (the "NACD") for effective board oversight of risk, as follows:

clarify the roles of the board, committees, and management,

understand the Company's risk profile,

define the Company's risk appetite,

integrate strategy, risk, and performance discussions,

ensure transparent and dynamic risk reporting,

reinforce clear accountability for risk,

verify that the mitigation reduces risk exposure, and

assess risk culture.

The Company also believes that the ownership and the management of risk is best thought about through the Company's cultural lens of empowerment and the related corollary principle of accountability. In this way, a person who is primarily responsible for the execution of a task or function is also the person who is primarily responsible or accountable for all related aspects of that task or function, including the management of risk associated thereof. In other words, management of risk is integrated into the Company's business decision making process. In addition, during the December board of directors meeting, the board and management discuss, evaluate and assess risk in connection with the Company's five-year planning process. In connection with this review, the key strategic and operational risks of the Company are reviewed and discussed. These key strategic and operational risks are grouped by (1) the type of risk (external or internal in nature) and (2) the Company's ability to control and respond to the risk. Also, so-called "viability risks," which is a category of macroeconomic risks that have the potential to have more severe consequences to the Company are also reviewed and examined. The relative importance or priority of the risks are discussed as well as whether any corresponding risk mitigation measures have been identified and implemented. Also, during the August board of directors meeting, the board and management review how certain macroeconomic themes and consumer trends could serve as risks to the Company's long-term strategies.

For topics inherent to a particular board committee or otherwise set forth in a committee charter, that particular committee has primary responsibility for the topic with the full board having secondary

accountability. For example, the audit committee discusses with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies and its oversight of cybersecurity risk. Regarding cybersecurity, the audit committee receives regular quarterly reports covering the Company's program for managing information security risks, including data privacy and data protection risks. The Company also maintains cybersecurity insurance coverage. More detailed information about the Company's cybersecurity program, including the risk management and strategy associated with the cybersecurity program and its risk oversight framework can be found in the Company's Annual Report on Form 10-K, Item 1.C.

The compensation committee is responsible for overseeing the management of risks relating to the Company's executive compensation plans and arrangements. The governance and nominating committee manages risks associated with corporate governance, including risks associated with the independence of the board and reviews risks associated with potential conflicts of interest affecting directors and executive officers of the Company. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. In fulfilling its risk oversight responsibilities, the board particularly focuses on the Company's long-term business strategies, including fostering and promoting social responsibility and incorporating social and sustainability risks into its overall strategic decision-making. More information about the Company's approach to the topic of social responsibility is set forth under the heading "Social Responsibility" on page 17.

Furthermore, at least annually, the board conducts an independent session where they outline the risks that they believe exist for the Company and the broader retail industry and compares these with the strategic and

operational risks outlined by management in connection with the five-year planning process discussed above. Additionally, the board exercises its risk oversight function in approving the annual budget and quarterly re-forecasts and in reviewing the Company's long-range strategic and financial plans with management. The board's role in risk oversight has not had any effect on the board's leadership structure.

The board of directors believes that it is necessary for each of the Company's directors to possess many qualities and skills and the composition of our board of directors has been designed to allow for expertise in differing skill sets. Furthermore, as discussed previously, a majority of our board of directors must qualify as "independent" as required under Nasdaq listing rules. The governance and nominating committee is responsible for assisting the board in matters of board organization and composition and in establishing criteria for board membership.

The criteria for evaluation of a director candidate includes, as a baseline or prerequisite to further review, that a candidate possesses all of the following characteristics:

Integrity;

Absence of any conflicts of interest;

Appreciation for the role of culture in an organization and an ability to participate in a constructive and collegial manner;

Business understanding and financial acumen; and

Willingness to devote sufficient time to carrying out the duties and responsibilities of a director, and, most importantly, to represent the long-term interests of all shareholders.

In further evaluating the suitability of individual board members, the governance and nominating committee considers many factors, with a focus on Diversity, Industry or Related Experience and Specialty Skills and Knowledge.

For these purposes, "Diversity" includes: age, gender, ethnicity, sexual orientation, national origin, or other professional backgrounds and experiences. "Industry or Related Experience" can be exhibited by: retail industry experience, experience operating businesses at scale or being a leader within a niche, brand experience, lifestyle retail experience or fashion experience. "Specialty Skills and Knowledge" can be exhibited by the following skills or knowledge: executive leadership, business development or M&A, financial, accounting (e.g., CFO or CPA experience) or investor relations, ecommerce, omnichannel, technology, global/international, governance, consumer/digital insights, organizational development, corporate social responsibility, platform services or concepts or innovation within the consumer world.

These criteria are also referenced in our Corporate Governance Guidelines and in Exhibit A to the governance and nominating committee's charter, both available at http://ir.zumiez.com under the "Governance" section. The governance and nominating committee also has the ability to review and add other criteria, from time to time, that it deems relevant. Specific weights are not assigned to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The governance and nominating committee assesses the skill areas currently represented on the board and those skill areas represented by directors expected to retire from the board in the near future against the list of targeted skills and experiences. The governance and nominating committee also considers recommendations from members of the board regarding skills that could improve the overall quality and ability of the board to carry out its function. Based on this analysis, the governance and nominating committee targets specific skill areas or experiences as the focus of consideration for new directors to join the board.

The governance and nominating committee will evaluate all of the aforementioned skills and qualifications based on established prioritizations that are consistent with the Company's long-term vision and strategies and the needs of the board in general. The committee will also consider the needs of the board with respect to director succession and the capacity of a director to serve on board committees and/or to possibly serve as a chairperson of a board committee. In the event vacancies are anticipated, or arise, the committee evaluates various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. Candidates may come to the attention of the committee through current board members, third-party search firms retained to assist in identifying and evaluating possible candidates, shareholders or other

persons. In determining whether to recommend a director for re-election, the committee will also consider the director's past attendance at meetings, participation in and contributions to the activities of the board, and the results of the annual board evaluation and self-assessment. As part of its review process the governance and nominating committee will interview potential director candidates, conduct reference and background checks and review completed independence and conflict of interest questionnaires and follow other customer procedures.

The board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the governance and nominating committee, involves the completion of annual evaluations of the board, its lead independent director and director candidates potentially standing for re-election, review and discussion of the results of these evaluations by the committee, and consideration of action plans to address any issues. As part of its self-assessment process, each director completes an annual self-assessment survey to gather information regarding the previously discussed board criteria of Diversity, Industry or Related Experience and Specialty Skills and Knowledge. The committee reviews these self-assessment surveys in order to help prioritize director candidates that will contribute to the optimal functioning of the board in its oversight of the Company over both the short-term and long-term.

The board believes that its composition should reflect, and its effectiveness will be enhanced by, a broad range of relevant perspectives, skills and knowledge, including gender, racial and ethnic diversity. This is aligned with the previously described focus of the governance and nominating committee on considering and evaluating director criteria and characteristics related to: Diversity, Industry or Related Experience and Specialty Skills and Knowledge. Please refer to the section entitled "Current Board of Director Composition" in Proposal 1-Election of Directors for a discussion regarding the current diversity and skill sets of the board.

The board currently believes it is not necessary to institute term limits for directors. Directors who serve on the board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company and its history, policies and objectives. The board believes that, as an alternative to term limits, it can ensure that the board continues to evolve and adopt new viewpoints through its evaluation and nomination process and procedures.

The Company values the experience directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a director's time and availability and may present conflicts or legal issues. Directors are required to advise the Chair of the governance and nominating committee and the CEO before accepting membership on other boards of directors, membership on the audit committee of the other boards in particular, or other significant commitments involving affiliation with other businesses or governmental units.

Accordingly, no director may serve on more than four public company boards (including the Company's board) and no member of the audit committee may serve on more than three public company audit committees

(including the Company's audit committee) unless the audit committee member is a retired CPA, CFO, Controller or has similar experience, in which case the limit shall be four committees, taking time and availability into consideration including a review of the audit committee member's attendance at all board and committee meetings. In addition, directors who serve as CEOs or in equivalent positions generally should not serve on over two public company boards (including the Company's board) besides their employer's board. Furthermore, directors who serve as an executive chair of any public company should not serve on over three public company boards (including the Company's board). In calculating service on a public company board or audit committee, service on a board or audit committee of a parent and its substantially owned subsidiary counts as service on a single board or audit committee.

We invite and recommend all of our directors and the nominees for director to attend our annual meeting of shareholders.

In prior years the Company has made charitable contributions to the Zumiez Foundation but no such charitable contributions were made in fiscal 2025. Our Chairman, Thomas D. Campion, is the Chairman of the Zumiez Foundation.

Policy and Procedures with Respect to Related Person Transactions

The Company recognizes that Related Person Transactions (defined as transactions, arrangements or relationships in which the Company was, is or will be a participant and the amount involved exceeds $10,000, and in which any Related Person (defined below) had, has or will have a direct or indirect interest) may raise questions among shareholders as to whether those transactions are consistent with the best interests of the Company and its shareholders. It is the Company's written policy to enter into or ratify Related Person Transactions only when the board of directors, acting through the audit committee of the board of directors, determines that the Related Person Transaction in question is in, or is not inconsistent with, the best interests of the Company and its shareholders, including but not limited to situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the Company provides products or services to Related Persons on an arm's length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally. A summary of the Company's policies and procedures with respect to review and approval of Related Person Transactions are set forth below.

"Related Persons" are defined as follows:

any person who is, or at any time since the beginning of the Company's last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company;

any person who is known to be the beneficial owner of more than 5% of any class of the Company's voting securities;

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and

any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Directors and executive officers are required to submit to the audit committee a list of immediate family members and a description of any current or proposed Related Person Transactions on an annual basis and provide updates during the year.

In its review of any Related Person Transactions, the audit committee shall consider all of the relevant facts and circumstances available to the audit committee, including (if applicable) but not limited to: the benefits to the Company; the impact on a director's independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. No member of the audit committee shall participate in any review, consideration or approval of any Related Person Transaction with respect to which such member or any of his or her immediate family members is the Related Person. The audit committee shall approve or ratify only those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders as the audit committee determines in good faith. The audit committee shall convey the decision to the CEO, Chief Legal Officer or the Chief Financial Officer, who shall convey the decision to the appropriate persons within the Company.

In general, employees of the Company and its directors are subject to a separate insider trading policy that prohibits them from buying, selling or transferring (including the making of gifts) the Company's securities except during pre-determined window periods, which generally commences one full business day after the public announcement of the Company's quarterly or annual earnings and ending on the day four weeks thereafter, except for (1) the December window period which only lasts for two weeks and (2) the March window period which generally begins on the second Monday following the Company's fourth quarter earnings and February sales release.

Except as otherwise provided in the Company's insider trading policy, employees and directors are prohibited from buying, selling or transferring (including the making of gifts) the Company's securities, even within the window period, if they are aware of any material non- public information. Material information is information that might affect the Company's stock price or otherwise be of significance to an investor who is determining whether to purchase, sell or hold the Company's securities. Further requirements and procedures, including information about the use of Rule 10b5-1 trading plans and information specific to officers and directors are set forth in the separate insider trading policy. Please see our insider trading policy that is filed with or otherwise incorporated by reference in the exhibit schedule of our annual report on Form 10-K.

The Company maintains a policy related to derivative securities and hedging activities as these securities and activities may put the personal interests and objectives in conflict with the best interests of the Company and its shareholders. Absent the prior written consent of the CFO or the Chief Legal Officer, individuals who are subject to this policy (including immediate family members), may not purchase, sell and trade-in options, warrants, puts and calls, or similar instruments or engage in derivative securities involving or relating to the Company's securities. In addition, without the prior written consent of the CFO or the Chief Legal Officer, hedging or monetization transactions such as zero-cost collars and forward sale contracts that allow a person to lock in a portion of the value of his or her shares, often in exchange for all or part of the potential for upside appreciation in the shares, are prohibited.

Our insider trading policy prohibits individuals who are subject to the policy (including immediate family members) from holding the Company's securities in a margin account or pledging Company securities as collateral for a loan.

Our board has established an audit committee, compensation committee and governance and nominating committee. The board has adopted a written charter for each committee. The charters of these three committees are posted on the Company's website and can be accessed free of charge at http://ir.zumiez.com and are available in print to any shareholder who requests them. The composition of our board committees complies with the applicable rules of the SEC and Nasdaq. The board has determined that Steven P. Louden is an audit committee financial

expert as defined in the rules of the SEC. The following table displays the composition of our board of director committee assignments as of January 31, 2026:

Governance & Nominating

Audit Committee Committee Compensation Committee

Travis D. Smith

Steven P. Louden

Carmen R. Bauza....................

Liliana Gil Valletta.................

James P. Murphy ...................

Guy M. Harkless.....................

Audit Committee

As more fully described in its charter, our audit committee has responsibility for, among other things:

the sole authority to appoint, determine the funding for and oversee the independent registered public accounting firm;

assisting our board in monitoring the integrity of our financial statements and other SEC filings;

discussing with our management and our independent registered public accounting firm significant financial reporting issues and judgments and any major issues as to the adequacy of our internal controls;

reviewing our annual and quarterly financial statements prior to their filing with the SEC and prior to the release of our results of operations;

reviewing the independence, performance and qualifications of our independent registered public accounting firm and presenting its conclusions to our board and approving, subject to permitted exceptions, any non-audit services proposed to be performed by the independent registered public accounting firm;

reviewing and discussing with management the Company's major operational, legal and regulatory risks, including data security and privacy and the Company's policies and procedures to identify and manage cybersecurity risks;

reviewing and approving any changes to the Company's insider trading compliance program and procedures;

oversight of the performance of the Company's internal audit function; and

reviewing its charter at least annually for appropriate revisions.

The audit committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate.

Governance and Nominating Committee

As more fully described in its charter, our governance and nominating committee has the responsibility for, among other things:

recommending persons to be selected by the board as nominees for election as directors and as chief executive officer;

assessing our directors' and our board's performance;

making recommendations to the board regarding membership and the appointment of chairpersons of the board's committees;

recommending director compensation and benefits policies;

reviewing its charter at least annually for appropriate revisions; and

recommending to the board other actions related to corporate governance principles and policies.

Compensation Committee

As more fully described in its charter, our compensation committee has responsibility for, among other things:

establishing the Company's philosophy, policies and strategy relative to executive compensation, including the mix of base salary, short-term and long-term incentive and equity based compensation within the context of the stated policies and philosophy including management development and succession planning practices and strategies;

reviewing corporate goals and objectives relevant to compensation of our CEO and other senior executives including review and approval of performance measures and targets for all executive officers participating in the annual executive non-equity incentive bonus plan and certify achievement of performance goals after the annual measurement period to permit bonus payouts under the plan;

determining and approving our CEO's compensation and making recommendations to the board with respect to compensation of other executive employees, including any special discretionary compensation and benefits;

administering our incentive compensation plans and equity based plans and making recommendations to the board with respect to those plans;

making recommendations to our board with respect to the compensation of directors;

the sole authority to appoint, determine the funding for and oversee the independent compensation consultant; and

reviewing its charter at least annually for appropriate revisions.

Our CEO and board of directors review at least annually the succession plan of our CEO and each of our named executive officers ("NEO" or "NEOs"). The board of directors conducts an annual review of, and provides approval for, our management development and succession planning practices and strategies.

Our CEO provides an annual report to the board of directors assessing senior management and their potential successors. As part of this process, contingency plans are presented in the event of our CEO's termination of employment for any reason (including death or disability). The report to the board of directors also contains the CEO's recommendation as to his successor. The full board of directors has the primary responsibility to develop succession plans for the CEO position.

In fiscal 2025, our board of directors met seven times, the governance and nominating committee met four times, the audit committee met four times and the compensation committee met two times. The board of directors

and the committees acted by unanimous written consent when required during the last fiscal year. All of our directors attended more than 75% of the eligible board and committee meetings. The Company has a formal policy pursuant to which members of the board of directors are expected to attend annual shareholder meetings absent unusual circumstances that make attendance impracticable.

The Company has a process by which shareholders may communicate directly with directors, including non-employee directors, by mailing such communication to the board of directors in care of the Company's Secretary, at the Company's headquarters in Lynnwood, Washington. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Shareholder-Board Communication" or "Shareholder-Director Communication." All such letters must identify the author as a shareholder and clearly state whether the intended recipients are all members of the board or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. All such communications will be forwarded to the intended director(s) without editing or screening. If these foregoing procedures are modified, then updated procedures will be posted on the Company's corporate website.

The Company maintains an active dialogue with shareholders to ensure a diversity of perspectives are thoughtfully considered. The board believes that the responsibility lies with management for communications and relationships on behalf of the Company with institutional investors, the media, and customers. Therefore, the board may participate occasionally in such interaction, but will generally do so only at the request of or with the prior knowledge of management. It has been the Company's practice for the Lead Independent Director to periodically accompany management to meetings with the Company's institutional investors.

Our board has adopted a code of conduct and ethics applicable to our directors, executive officers, including our chief financial officer and other of our senior financial officers, and employees in accordance with applicable rules and regulations of the SEC and Nasdaq. The code of conduct is available at http://ir.zumiez.com under the "Governance" section.

Our board has adopted corporate governance guidelines that provide an overview of the governance structure maintained at the Company and policies related thereto. The guidelines are available at http://ir.zumiez.com under the "Governance" section.

On November 28, 2023, the board adopted a new Policy for Recovery of Erroneously Awarded Compensation (the "Compensation Clawback Policy"). The Compensation Clawback Policy requires us to clawback erroneously awarded incentive compensation received by covered employees (current and former executive officers) during the three fiscal years that precede the date the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. A copy of the Compensation Clawback Policy is included as an exhibit or otherwise incorporated by reference in our annual report on Form 10-K.

Social Responsibility is, and has always been, a topic of great importance to the Company. The Company has strived to facilitate and connect empowered youth across their communities and to support them in their pursuits and passions as they strive to make a positive impact in their communities. The Company's Social Responsibility efforts have also included its support of the Zumiez Foundation. The Zumiez Foundation is a separate nonprofit organization that focuses on purchasing clothing and other related items to distribute to people in need in communities served by our retail stores, specifically during cold weather months. The Zumiez Foundation has donated over $14.1 million in clothing and other related items to a broad range of nonprofit organizations since 2007. These donations, on an annual basis, have helped support over 75,000 people via 200 agencies in 50 states.

The Zumiez Foundation also seeks to teach Zumiez employees about the value of giving back and inspiring them to get involved in their communities. In this regard, since 2008 the Zumiez Foundation has recognized 99 of the Company's employees and customers for their outstanding commitment to giving back to their respective communities with donations to their chosen cause of $2,500 each. For more information about the charitable contributions made by the Company to the Zumiez Foundation, please see the information above in the Corporate Governance section under the heading "Certain Relationships and Related Transactions."

The Company believes its customers and employees increasingly care about social causes and the Company expects this trend to accelerate with subsequent generations because of the power of social media and the condition of the modern world. The Company believes consumers will continue to choose to do business with companies that are good corporate citizens and responsible members of their local and global communities.

Shareholders' expectations are also rising as they seek to understand how responsible social practices impact longterm value. Accordingly, the Company intends to continue to pursue Social Responsibility initiatives that are aligned with its culture and brand and where it can make a positive impact for its key stakeholders.

Since fiscal 2018, the Company has worked to develop a shared understanding within its organization of what Social Responsibility encompasses and why it should be pursued. While Social Responsibility is not new to the Company, what is new, however, is how the Company can become more intentional and transparent about Social Responsibility and how it can amplify the impact it is able to make. The following sections are intended to provide an update on how the Company views Social Responsibility from a framework, guiding principles and stakeholder perspective and to summarize the areas of focus that the Company has selected.

The Company believes that Social Responsibility should be an integration of measures that benefit society and that benefit the Company's business. From a benefit to society perspective, the Company has referenced the United Nations Sustainable Development Goals (the "UN SDGs"). The UN SDGs are a blueprint to achieve a better and more sustainable future for all and address the global challenges society faces, including those related to poverty, inequality, climate change, environmental degradation, peace and justice. There are 17 UN SDGs and they are all interconnected. For more information about the UN SDGs, please refer to the information found at the United Nation's website at: https://www.un.org/sustainabledevelopment/sustainable-development-goals/.

The Company's view is that if it selected areas of focus that primarily benefit society but not its business then this would be more akin to corporate philanthropy. Likewise, areas of focus that primarily benefit its business rather than society could be viewed as mere corporate marketing or propaganda. Accordingly, the Company believes that to best achieve or optimize Social Responsibility, there should be a partnering philosophy and its selected areas of focus should have the ability to provide a high impact to both society and its business.

In addition to an impact framework, the Company also views Social Responsibility through a stakeholder framework, in that its actions can have an impact on a multitude of stakeholders. While all of the Company's stakeholders are important, the Company is especially attuned to its customers, its employees and its shareholders.

As part of Social Responsibility, the Company developed guiding principles to help it select areas of focus.

A summary of these guiding principles are set forth below:

Utilizing the framework and guiding principles discussed above, the Company has selected several areas of focus for its Social Responsibility efforts. These areas of focus are briefly summarized below. It is important to note that while the Company believes it has already been historically involved in these areas, there is more progress that can be made. Also, the Zumiez Foundation plans to continue its mission of distributing clothing to people in need and the topic of homelessness, but has a goal to further expand its reach to more communities.

Teams within the Company have developed specific programs and goals underlying each of the areas of focus described above. This work is ongoing throughout the fiscal year and selected programs and goals are integrated into the Company's operating plan for each year. Part of the approach to Social Responsibility is the Company's recognition of it as an important organizational strategy to further instill a Social Responsibility mindset through the organization.

The Company will disclose updates about its Social Responsibility efforts, including its areas of focus, the specific programs and goals underlying these areas of focus and the progress made on a regular basis.

The following three tables provide information about our current board of directors as of the date of this proxy statement. The first table sets forth our director composition, including information on whether a director also holds a management role with the Company. The second table presents diversity information about our board of directors in a Board Diversity Matrix, the form previously used in our Nasdaq listing rules. The third table highlights the number of our directors who share certain criteria or characteristics related to Specialty Skills and Knowledge or Related Experience, which were discussed previously in the section entitled "Director Qualifications and Membership Criteria". A check is inserted in the table by the director's name if that director self-assessed him or herself with a score of at least 3 (matches the definition) on a scale of 1 (does not match the definition) to 5 (very strongly matches the definition).

Also, following the tables, there is biographical information for each nominee for election this year and each other current director. The information presented includes information each director has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for at least the past five years and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition, information is also presented below regarding each nominee's and current director's specific experience, qualifications, attributes and skills that led our board to the conclusion that he or she should serve as a director. We also believe that all of our director nominees and current directors have a reputation for integrity, honesty and adherence to high ethical standards.

Information about the number of shares of common stock beneficially owned by each director appears under the heading "Security Ownership of Certain Beneficial Owners and Management." There are no family relationships among any of the directors and executive officers of the Company.

Name Current Position with the Company

Thomas D. Campion Co-founder and Chairman of the Board

Richard M. Brooks Chief Executive Officer and Director

Carmen R. Bauza Director

Steven P. Louden Director

James P. Murphy Director

Travis D. Smith Director

Liliana Gil Valletta Director

Guy M. Harkless Director

Female Male Non-Binary

Did Not Disclose Gender

Gender Identity:

Number of directors based on gender identity 2 6 0 0

Number of directors who identify in any of the categories

below:

African American or Black

0

1

0

0

Alaskan Native or Native American

0

0

0

0

Asian

0

0

0

0

Hispanic or Latinx

2

0

0

0

Native Hawaiian or Pacific Islander

0

0

0

0

White

0

5

0

0

Two or More Races or Ethnicities

0

0

0

0

LGBTQ+(1)

0

Did Not Disclose Demographic Background

0

Thomas Campion

Richard Brooks

Carmen Bauza

Steven Louden

James Murphy

Travis Smith

Liliana Gil Valletta

Guy Harkless

Executive Leadership

X

X

X

X

X

X

X

X

Business Development/

M&A

X

X

X

X

X

X

X

E-commerce or Omnichannel

or Technology

X

X

X

X

X

X

X

Global or International

X

X

X

X

X

X

Governance

X

X

X

X

X

X

X

X

Consumer/ Digital

Insights

X

X

X

X

X

X

X

X

Organizational Development

X

X

X

X

X

X

X

X

Finance or Accounting or Investor

Relations

X

X

X

X

X

Corporate Social Responsibility

X

X

X

X

X

X

X

Platform

Services or Concepts

X

X

X

X

X

X

Innovation within Consumer World

X

X

X

X

X

X

X

X

Retail Industry

X

X

X

X

X

X

X

X

Brand Experience

X

X

X

X

X

X

X

X

Lifestyle Retail

X

X

X

X

X

X

Fashion

X

X

X

X

X

X

X

As discussed earlier in the section entitled "Goal of a Diverse Board," the board believes that its composition should reflect, and its effectiveness will be enhanced by, a broad range of relevant perspectives, skills and knowledge, including gender, racial and ethnic diversity. The governance and nominating committee is currently prioritizing candidates for the board of directors with the following qualifications, skills and experiences: Diversity; Executive Leadership; Globalization; Innovation within the Consumer World; Corporate Social Responsibility; and Platform Services or Concepts.

Diversity, in particular gender diversity, is a focused priority. Currently 2 of our 8 directors (25%) are women and 3 of our 8 directors (37.5%) are racially or ethnically diverse. Also, we have previously had up to 33.3% gender representation on the board, but this percentage representation has been susceptible to fluctuation due to the relatively small size of our board and the number of independent directors and the impact of director

turnover. For example, we had a female member rotate off the board and a male director join that had the net impact of increasing our racial and ethnic diversity but did so at the expense of a decrease in our gender representation percentage. We have been prioritizing gender in our director recruitment efforts and are encouraged by the number of female candidates in our recruitment pipeline who have qualifications, skills and experiences that align with the

current needs of the board. While we had hoped to add a new female director to our board during fiscal 2025, the timing associated with the director recruitment and evaluation process has been longer that we expected.

The Company currently has eight director positions. The directors are divided into three classes so that approximately one-third of the directors are elected each year for three-year terms. The Company believes that a classified board promotes continuity of experience and an orderly succession of directors, which, in turn, increases the stability of the Company and encourages a long-term corporate perspective. Directors are elected to hold office until their successors are elected and qualified, or until resignation or removal in the manner provided in our bylaws.

Three directors are nominees for election this year and each has consented to serve a three-year term ending in 2029. The remaining directors will continue to serve the terms set out below in the sections entitled "Continuing Directors Whose Terms Expire in 2027" and "Continuing Directors Whose Terms Expire in 2028."

Thomas D. Campion, 77, is one of our co-founders and has served on our board of directors since our inception in 1978. Mr. Campion has held various senior management positions during this time, including serving as our Chairman since June 2000. From November 1970 until August 1978, he held various management positions with JC Penney Company. Mr. Campion holds a B.A. in Political Science from Seattle University. He is the trustee of the Campion Foundation, a nonprofit organization focused on ensuring that biologically important ecosystems in Northwestern North America are preserved. The Campion Foundation also works on homelessness issues in the Pacific Northwest. He is also a trustee of the Campion Advocacy Fund, a 501(c)(4) organization that was founded to support and strengthen efforts to end homelessness in the U.S. and protect wilderness in western North America through direct advocacy and political engagement.

Director Qualifications: Mr. Campion's knowledge as a retailer and as the co-founder of the Company provides the board with invaluable insight into the Company's business and its unique culture. Mr. Campion provides generational leadership, sales, marketing, merchandising and brand building experience and expertise. Mr.

Campion's particular knowledge and experience with Zumiez and its competition helps the Company formulate short and long-term strategies that have contributed to Zumiez differentiating itself in the specialty niche of lifestyle retailing. As one of the Company's largest shareholders, Mr. Campion's interests are aligned with other Zumiez shareholders' interests to increase the long-term value of the Company.

Liliana Gil Valletta, 49, was appointed to our board in July 2019. Ms. Gil Valletta is the co-founder and CEO of Cien+ (since 2010) and Culturintel (since 2018), both of which are based in New York City and have offices throughout the U.S. and Latin America and Europe. In 2023, these firms expanded globally under the holding Culture+ Group. Cien+ and Culturintel, collectively provide business consulting, big-data analytics, and marketing solutions for companies to help successfully turn demographic and cultural trends into opportunities for business success. Previously, Ms. Gil Valletta held a variety of marketing and supply chain roles at Johnson & Johnson, including serving as Global Marketing Services Director overseeing global strategy and agency contracting for the U.S. and EMEA regions. Ms. Gil Valletta also presently serves as an Operating Executive Board Member of AUA Private Equity Partners, a private equity firm that focuses on family-owned businesses benefiting from the growth of the U.S. Hispanic population. Additionally, Ms. Gil Valletta serves on the Board of Directors of RCN TV, a global studios and television network based in Columbia and Latin America. She also serves on the operating board of AUA Private Equity Partners and is the Chair of the Board of the Friends of the National Museum of the American Latino. Ms. Gil Valletta earned an M.B.A. from the University of Colorado at Colorado Springs, an executive degree in Global Leadership and Public Policy from The Harvard Kennedy School at Harvard University and a B.A. in Business Administration from Southwestern Adventist University.

Director Qualifications: Ms. Gil Valletta's extensive experience in marketing and understanding and connecting with consumers from a cultural perspective provides unique insight to the Company's board of directors. She has experience in AI powered market research and data analytics and has worked with the C-Suite of Fortune 100 companies to redefine growth roadmaps tapping into shifting demographics. Her insights and perspective in these areas are valuable to the Company in helping it understand its diverse customer base. She also brings experience in operating an international business and also provides a diverse perspective in her discussions and deliberations with the Company's board of directors.

Carmen R. Bauza, 64, was appointed to our board in May 2022. Ms. Bauza currently serves as a member of the board of directors of Destination XL Group, Inc., where she serves on the Nominating and Corporate Governance Committee and the Cybersecurity and Data Privacy Committee. She is a member of the board of directors of OneWater Marine, where she serves on the Audit and Compensation Committees. Previously Ms. Bauza served as the Chief Merchandising Officer at Fanatics, Inc. from January 2019 until April 2021. Prior to that, she was the Chief Merchandising Officer at HSN from November 2016 until December 2017 and the Senior Vice President, General Merchandise Manager Consumables, Health and Wellness at Walmart from June 2007 to October 2016. She previously held roles at Bath & Body Works, Five Below and The Walt Disney Company. Ms. Bauza currently serves as a member of the board of trustees at Seton Hill University and as an Advisor to RoundTable Healthcare Partners. She previously served as a Director of Walmart of Mexico, Claire's Holdings LLC, the National Association of Chain Drug Stores, the Network of Executive Women and the Literacy Council of Benton County. Ms. Bauza holds a BS in Fashion Merchandising and Business from Seton Hill University.

Director Qualification: Ms. Bauza. Ms. Bauza's extensive experience in retail, merchandising and leadership make her a valuable member of our board of directors.

Richard M. Brooks, 66, has served as our CEO since June 2000. From August 1993 through June 2000, he served as a Vice President and our Chief Financial Officer. From November 1989 until February 1992, Mr. Brooks was with Interchecks, Inc., a subsidiary of Bowater PLC, as a finance officer. Mr. Brooks was with Deloitte, Haskins & Sells, currently known as Deloitte LLP, from July 1982 to March 1989. Mr. Brooks holds a B.A. in Business from the University of Puget Sound. Mr. Brooks is a trustee of the Brooks Foundation, a non-profit organization.

Director Qualifications: Mr. Brooks' day to day leadership as our CEO provides him with detailed knowledge of our business and operations. Mr. Brooks provides generational leadership, sales, marketing, merchandising and brand building experience and expertise. Mr. Brooks has demonstrated a record of innovation, achievement and leadership. This experience provides the board with a unique perspective into the operations and vision of Zumiez. Mr. Brooks' particular knowledge and experience with Zumiez and its competition helps the Company formulate short and long-term strategies that have helped Zumiez differentiate itself in the specialty niche of lifestyle retailing. As one of the Company's largest shareholders, Mr. Brooks' interest is aligned with other Zumiez shareholders' interests to increase the long-term value of the Company.

Steven P. Louden, age 54, was appointed to our board in May of 2020. Mr. Louden currently serves as a member of the board of directors of Landis + Gyr, a Swiss based company that provides smart metering and energy management solutions, where he serves on the Audit, Finance and Risk Committee. Mr. Louden previously served as the Chief Financial Officer of Roku, Inc., from June 2015 until May 2023. From May 2009 to June 2015, Mr.

Louden served in various capacities at Expedia, Inc., an Internet travel company, including as its Vice President, Corporate Finance and most recently serving as its Treasurer. Prior to joining Expedia, Mr. Louden has also previously held finance, strategy and planning roles at Washington Mutual, Inc., McKinsey & Company and the Walt Disney Company, and began his career as a financial analyst with Merrill Lynch and Co., Inc. Mr. Louden holds a B.A. in Economics and Mathematics from Claremont McKenna College and an M.B.A. from Harvard Business School.

Director Qualifications: Mr. Louden brings financial expertise to the Company's board of directors as well as leadership strategic development experience and experience with digital and media streaming businesses.

James P. Murphy, 73, was appointed to our board in January 2021 and he served as the EVP, COO of Costco Wholesale's International Division until November 2022 where he had been responsible for directing the expansion and operations of Costco's businesses outside of North America since 2004 and was a member of Costco's executive committee. Prior to his position as EVP, COO he held a variety of leadership roles including SVP - International, SVP - Europe, SVP - Northeast Region and VP Operations - Northern California. Prior to joining Costco in 1987 he worked for Lucky Stores in a variety of operational roles beginning in 1971. Mr. Murphy currently serves on the Emeritus Council of the College Success Foundation. Mr. Murphy earned a M.B.A. from the University of Portland and a B.S. in Business Administration from the University of Southern California.

Director Qualifications: Mr. Murphy's background as an executive leader with a leading global retailer brings relevant leadership and retail experience to Zumiez. His deep experience in international retail operations around the globe provides Zumiez with insight into international operations and strategies as Zumiez continues to grow its operations around the world.

Travis D. Smith, 53, was appointed to our board of directors in August 2012. Mr. Smith served as the Chief Executive Officer of Electronic Auction Services, Inc, a division of Health Trust, a leading group purchasing organization and supply chain performance company for healthcare, from April 2016 through January 2024. He also served on their Board of Directors during this time frame. Prior to his employment with Electronic Auction Services, Inc., he was the CEO and President of Jo-Ann Fabric and Craft stores from August 2011 until August 2014. Mr.

Smith began his career with Jo-Ann in 2006 serving as the Executive Vice President, Merchandising and Marketing. In February 2009, Mr. Smith was named Chief Operating Officer and added the duties of President in February 2010, then Chief Executive Officer in August 2011. Prior to his employment with Jo-Ann, Mr. Smith held merchandising and marketing positions of increasing responsibility with Fred Meyer Stores, a division of the Kroger Company, ultimately serving as Senior Vice President, General Merchandise. Mr. Smith has also served on the Board of Directors of Pendleton Woolen Mills since February of 2016. Mr. Smith is a graduate of the University of Notre Dame with a Bachelor's Degree in Business Marketing and Communications.

Director Qualifications: Mr. Smith's background in retailing and in particular merchandising, marketing and leadership roles adds important and relevant experience to the Company's board of directors. Mr. Smith also brings experience in brand building, retail brick and mortar and direct to customer operations.

Guy M. Harkless, 57, was appointed to our board in July 2023. Mr. Harkless is the Chief Operating Officer of ANIMA Inc., an innovative sustainable footwear company. Previously, from October 2023 through February 2025, Mr. Harkless had been the President & CEO of Blink Fitness (a division of Equinox Holdings), a premium quality, value-based fitness brand headquartered in New York, New York.

From August 2015 to April 2023 Mr. Harkless served in an Executive level leadership capacity with Foot Locker Inc., in operating and strategy roles. Most recently, from July 2020 to April 2023, Mr. Harkless led the North American operations as Senior Vice President and General Manager of the Champs Sports division, following roles leading Foot Locker's Canadian subsidiary from October 2017 to June 2020 and as the Global head of corporate strategy from August 2015 to September 2017. Mr. Harkless has held commercial leadership, category and operational roles for industry leading athletic apparel and footwear brands, Nike, Inc. and Puma SE, including leading Puma's subsidiary for the Benelux countries of the Netherlands, Belgium and Luxembourg from January 2011 to January 2014. Prior to these roles, Mr. Harkless was a founding partner and a member of the executive team of AND 1 Basketball, a basketball performance and lifestyle brand, including leading the international expansion for the European and Asia-Pacific regions and he led, with the management team, the sale of AND 1 to American Sporting Goods in 2005. Mr. Harkless holds a BA in Political Science from Howard University, graduating Magna Cum Laude.

Director Qualifications: Mr. Harkless brings multi-segment, specialty retail, brand, and leadership experience to the Company's board of directors. He also has significant experience in international operations, market development, and retail & consumer strategy in lifestyle and youth culture which will provide relevant experience to Zumiez in its international operations, competitive, consumer and growth strategies and initiatives. Mr. Harkless also contributes

to governance matters after serving on the boards of Blink Fitness and AND 1 Basketball and with his direct engagement as a member of the Foot Locker executive team.

The goal of our director compensation is to help attract, retain and reward our non-employee directors and align their interests with those of the shareholders. Our desired goal for total director compensation (cash and equity) is to be at the 50th percentile of comparable companies based on our compensation consultant's competitive survey results.

The Company pays its non-employee directors an annual fee for their services as members of the board of directors. Each non-employee director receives an annual cash retainer of $70,000 and the lead independent director receives an additional $35,000. The audit committee chairperson receives an additional $25,400 per year, the compensation committee chairperson receives an additional $19,000 per year and the governance & nominating committee chairperson receives an additional $16,500. Directors appointed in an interim period receive pro-rata retainer fees based on the number of meetings they attend between annual shareholder meetings. The committee chairperson and the respective committee members are paid rates commensurate with the duties and responsibilities inherent within the position held.

Additionally, the Company issues restricted stock awards to its non-employee directors. The board believes such awards provide alignment with the interests of our shareholders. Directors appointed in an interim period receive pro-rata restricted stock awards based on the number of meetings they attend between annual shareholder meetings.

The Company reimburses all directors for reasonable expenses incurred to attend meetings of the board of directors. Non-employee directors may elect to have a portion, or all, of their annual retainer be used for the reimbursement of travel expenses in excess of those that the Company considers to be reasonable.

The following table discloses the cash paid and stock awards earned by each of the Company's non-employee directors during the fiscal year ending January 31, 2026:

Fees Earned

or Paid in

Stock

Name

Cash

($)

Awards (1) (2)

($)

Total

($)

Travis D. Smith

105,000

90,000

195,000

Steven P. Louden

95,400

90,000

185,400

Liliana Gil Valletta

86,500

90,000

176,500

Carmen R. Bauza

70,000

90,000

160,000

James P. Murphy

89,000

90,000

179,000

Guy M. Harkless

70,000

90,000

160,000

This column represents the aggregate grant-date fair value of restricted stock awards calculated in accordance with FASB ASC Topic 718, excluding the impact of estimated forfeitures related to service based vesting conditions. For assumptions used in determining these values, please see Note 2 (listed under Stock-Based Compensation) in the Notes to Consolidated Financial Statements in our fiscal 2025 Form 10-K.

On June 4, 2025, the day of the annual shareholder meeting, the Company awarded 7,154 shares of restricted stock to each of the current non-employee directors as part of their annual compensation and was based upon a dollar amount award of $90,000.

The following table provides information regarding the beneficial ownership of our common stock as of March 25, 2026 by: (i) each of our directors; (ii) each of our NEOs; (iii) all of our named executive officers and directors as a group; and (iv) each person, or group of affiliated persons, known by us to beneficially own more than 5% percent of our common stock. The table is based upon information supplied by our officers, directors and principal shareholders and a review of Schedule 13G reports filed with the SEC. Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Applicable percentages are based on shares outstanding on March 25, 2026, adjusted as required by rules promulgated by the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable on or before May 24, 2026, which is 60 days after March 25, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted below, the address for each person that holds 5% or more of our common stock is c/o Zumiez Inc., 4001 204th Street SW, Lynnwood, Washington 98036.

Name of Beneficial Owner

Number of Common Shares Beneficially Owned

Percentage of

Shares Beneficially Owned

Richard M. Brooks (1)

2,647,954

15.3%

Thomas D. Campion (2)

835,862

4.8%

Christopher C. Work (3)

209,859

1.2%

Adam C. Ellis (4)

150,699

0.9%

Erin D. Wendte (5)

139,781

0.8%

Chris K. Visser (6)

102,959

0.6%

Travis D. Smith (7)

22,954

0.1%

Liliana Gil Valletta (8)

7,154

0.1%

Steven P. Louden (9)

25,225

0.1%

James P. Murphy (10)

28,121

0.2%

Carmen R. Bauza (11)

10,409

0.1%

Guy M. Harkless (12)

14,385

0.1%

All Named Executive Officers and Directors

as a group (12 persons)

4,195,362

24.3%

Mr. Brooks is our CEO and a Director.

Mr. Campion is our Chairman of the Board.

Consists of 116,063 shares of stock held by Mr. Work, of which 37,926 shares are restricted, and 93,796 vested stock options. Mr. Work is our Chief Financial Officer.

Consists of 73,664 shares of stock held by Mr. Ellis of which 0 shares are restricted and 77,035 vested stock options. Mr. Ellis is our President International.

Consists of 73,419 shares of stock held by Ms. Wendte, of which 31,474 shares are restricted, and 66,362 vested stock options. Ms. Wendte is our Chief Commercial Officer.

Consists of 53,474 shares of stock held by Mr. Visser, of which 27,406 shares are restricted, and 49,485 vested stock options. Mr. Visser is our Chief Legal Officer and Secretary.

Consists of 22,954 shares of stock held by Mr. Smith, of which 7,154 shares are restricted. Mr. Smith is one of our directors.

Consists of 7,154 shares of stock held by Ms. Gil Valletta, of which 7,154 shares are restricted. Ms. Gil Valletta is one of our directors.

Consists of 25,225 shares of stock held by Mr. Louden, of which 7,154 are restricted. Mr. Louden is one of our directors.

Disclaimer

Zumiez Inc. published this content on April 27, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 27, 2026 at 23:05 UTC.