Burlington Stores, Inc.
For the period ended May 3, 2025. Filed May 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 3, 2025 · Filed May 30, 2025
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Item 5. Other Information
Adoption, Modification or Termination of Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
On March 18, 2025, Jennifer Vecchio, the Company’s Group President and Chief Merchandising Officer, adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 4,193 shares of the Company’s common stock, subject to certain conditions. The plan’s expiration date is April 30, 2026.
During the three-month period ended May 3, 2025, other than the trading arrangement noted above, no director or officer of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Executive Change in Control Severance Plan
On May 27, 2025, the Compensation Committee of the Board of Directors (the “Board”) of the Company adopted the Burlington Stores, Inc. Executive Change in Control Severance Plan (the “CIC Severance Plan”). Each of the executive officers of the Company, including its named executive officers, is a participant in the CIC Severance Plan.
The CIC Severance Plan provides for the following severance benefits upon a termination of employment by the Company without “cause” or by the participant for “good reason,” in either case, within the two year period following a “change in control” (each as defined in the CIC Severance Plan): (i) a lump-sum cash amount equal to two times (two and a half times for the Chief Executive Officer of the Company) the sum of the participant’s annual base salary and the participant’s target annual bonus; (ii) a cash amount equal to the participant’s prorated target bonus for the year in which the termination occurs; (iii) benefits continuation for a number of years equal to the participant’s severance multiple; and (iv) outplacement services for a period of six months. As a condition to receive the severance payments and benefits, the CIC Severance Plan requires that each participant execute and not revoke a general release of claims against the Company and reaffirm compliance with any written agreement evidencing restrictive covenants in favor of the Company.
If any payments or benefits would cause a participant to become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then the payments and benefits under the CIC Severance Plan will be reduced to the extent required so that the participant would not be subject to the excise tax if such a reduction would put the participant in a more favorable after-tax position than if the participant were to pay the excise tax.
The description of the CIC Severance Plan set forth under this Item 5 does not purport to be complete and is qualified in its entirety by reference to the full text of the CIC Severance Plan, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
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