Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.<br />On November 1, 2012, Brian Marley announced his retirement as executive vice president and chief financial officer of Belk, Inc. (“Belk” or the “Company”), effective May 4, 2013. Following his retirement, Mr. Marley has agreed to serve as a consultant to Belk for twelve months to assist in the transition of his responsibilities and to provide advice on various financial matters.<br />Pursuant to a Transition Agreement dated November 1, 2012 between the Company and Mr. Marley, Mr. Marley will continue as an employee through May 4, 2013 at his current salary. For twelve months beginning May 5, 2013 he will serve as a consultant to the Company. Mr. Marley will be paid $625,000 for his consulting services. He will be eligible to participate in the Company’s Annual Incentive Plan for fiscal year 2013 and fiscal year 2014, in accordance with the terms of the plan. Mr. Marley will be entitled to receive all the shares earned under the Company’s Long Term Incentive Plan for fiscal 2012 and 2013, and the Company’s 2011-2013 Stretch Incentive Plan, as well as a pro rata portion of the shares awarded under the Company’s Long-Term Incentive Plan for fiscal 2014. During the consulting period, the Company will pay a portion of his COBRA continuation coverage. The Company will also provide to Mr. Marley the contributions he would have received in fiscal 2014 under the Company’s 401(k) plan and SERP. Mr. Marley has agreed to a non-compete through May 3, 2014 and to standard confidentiality provisions and a general release.<br />On November 1, 2012, Belk also announced that Adam Orvos will assume the role of executive vice president and chief financial officer, effective May 5, 2013. Mr. Orvos, 48, currently serves as Belk’s executive vice president of human resources. He joined Belk in 2006 as Senior Vice President of finance and corporate controller and was promoted to his current position in 2009. In connection with his promotion, Mr. Orvos’s base salary will increase to $575,000. He will be entitled to participate in the Company’s Annual Incentive Plan and Long-Term Incentive Plan at a level commensurate with his new position, as determined in the discretion of the Compensation Committee.