0001579298false00015792982024-05-222024-05-22

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 22, 2024

 

img211778565_0.jpg

BURLINGTON STORES, INC.

(Exact Name of Registrant As Specified In Charter)

Delaware

001-36107

80-0895227

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2006 Route 130 North

Burlington, New Jersey 08016

(Address of Principal Executive Offices, including Zip Code)

(609) 387-7800

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

BURL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

Burlington Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 22, 2024. A total of 61,004,741 shares of the Company’s common stock, representing 95.5% of the shares outstanding and eligible to vote and constituting a quorum, were voted at the Annual Meeting. The Company’s stockholders voted on the following proposals at the Annual Meeting:

•
the election of four directors of the Company to serve for a term of three years;
•
the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending February 1, 2025;
•
an advisory vote regarding the compensation of the Company’s named executive officers;
•
approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation providing for officer exculpation under Delaware law; and
•
approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.

 

 

The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2024. The final voting results with respect to each proposal are set forth below.

 

1. Election of Directors

 

Name

For

Against

Abstained

Broker Non-Votes

Michael Goodwin

60,035,772

112,263

17,999

838,707

William McNamara

58,775,485

1,344,127

46,422

838,707

Michael O'Sullivan

59,996,442

151,653

17,939

838,707

Jessica Rodriguez

59,435,857

710,082

20,095

838,707

 

2. Ratification of Appointment of Independent Registered Certified Public Accounting Firm
 

For

Against

Abstained

Broker Non-Votes

59,172,164

1,814,324

18,253

N/A

 

3. Advisory Vote on Compensation of Named Executive Officers

 

For

Against

Abstained

Broker Non-Votes

49,816,645

10,326,325

23,064

838,707

 

4. Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation Providing for Officer Exculpation Under Delaware Law

 

For

Against

Abstained

Broker Non-Votes

53,411,913

6,715,590

38,531

838,707

 

5. Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors

 

For

Against

Abstained

Broker Non-Votes

60,151,230

8,936

5,868

838,707

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BURLINGTON STORES, INC.

 

/s/ David Glick

 

David Glick

Group Senior Vice President of Investor Relations and Treasurer
 

Date: May 28, 2024

 

v3.24.1.1.u2
Document and Entity Information
May 22, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001579298
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name BURLINGTON STORES, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36107
Entity Tax Identification Number 80-0895227
Entity Address, Address Line One 2006 Route 130 North
Entity Address, City or Town Burlington
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08016
City Area Code 609
Local Phone Number 387-7800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol BURL
Security Exchange Name NYSE
Entity Emerging Growth Company false
Burlington Stores (NYSE:BURL)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Burlington Stores Charts.
Burlington Stores (NYSE:BURL)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Burlington Stores Charts.