Burlington Stores, Inc.
For the period ended May 22, 2024. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2024 · Filed Apr 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a–12 |
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BURLINGTON STORES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Burlington Stores, Inc.
2006 Route 130 North
Burlington, New Jersey 08016
April 5, 2024
Dear Burlington Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Burlington Stores, Inc. at 8:00 a.m. Eastern Time on May 22, 2024. All holders of shares of our outstanding common stock as of the close of business on March 28, 2024 are entitled to vote at the meeting. This year, the annual meeting will again be held in a virtual-only format, allowing for enhanced accessibility for stockholders to attend the meeting from various locations. Details of the business to be conducted at the meeting are given in the Notice of 2024 Annual Meeting of Stockholders and the Proxy Statement, which are included on the following pages. Instructions for accessing the virtual meeting webcast online are also included in the Proxy Statement.
Your vote is important. Whether or not you plan to attend the annual meeting virtually, please vote as soon as possible. As an alternative to voting during the annual meeting, you may vote in advance via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure you have a say on the important issues to be voted on at the annual meeting.
We appreciate your support of Burlington Stores, Inc.
Michael O’Sullivan
Chief Executive Officer
BURLINGTON STORES, INC.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS To Be Held On May 22, 2024
| Date: May 22, 2024 Time: 8:00 a.m. (Eastern Time) Location: Virtually online via live audio webcast at: www.virtualshareholdermeeting.com/ BURL2024 Record Date: March 28, 2024 | Items of Business |
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| 1. | To elect the four directors nominated by Burlington Stores, Inc.’s Board of Directors and named in the accompanying Proxy Statement; |
| 2. | To ratify the appointment of Deloitte & Touche LLP as Burlington Stores, Inc.’s independent registered certified public accounting firm for the fiscal year ending February 1, 2025; |
| 3. | To obtain non-binding advisory approval of the compensation of Burlington Stores, Inc.’s named executive officers (“Say-on-Pay”); |
| 4. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation providing for officer exculpation under Delaware law; |
| 5. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors; and |
| 6. | To consider any other business properly brought before the meeting and any adjournment or postponement of the meeting. |
| The Board of Directors of Burlington Stores, Inc. unanimously recommends a vote FOR each director nominee named in Proposal 1 and FOR Proposals 2, 3, 4 and 5. | |
The text of the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation is provided in Appendix B to the accompanying proxy statement, which is incorporated by reference.
Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting during the annual meeting, you may vote in advance via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the question entitled “How do I vote?” on page 8 of the Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Karen Leu, Group Senior Vice President, General
Counsel and Corporate Secretary
Burlington, New Jersey
April 5, 2024
Important notice regarding the availability of proxy materials for the
2024 Annual Meeting of Stockholders to be held on May 22, 2024:
This Notice of Annual Meeting, the accompanying Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 are all available at www.proxyvote.com
YOUR VOTE IS IMPORTANT
PLEASE VOTE BY INTERNET OR TELEPHONE OR
SIGN, DATE, & RETURN YOUR PROXY CARD
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.