Burlington Stores, Inc.
For the period ended Jan 31, 2026. Filed Mar 19, 2026.
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FY2026 · Filed Mar 19, 2026
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Item 9B. Other Information
Amended Executive Severance Plan
On March 17, 2026, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) amended and restated the Burlington Stores, Inc. Executive Severance Plan (the “Amended Executive Severance Plan”). The Amended Executive Severance Plan superseded and replaced the Burlington Stores, Inc. Executive Severance Plan (Merchandising & Planning), which the Compensation Committee terminated in accordance with its terms effective as of the same date.
The Amended Executive Severance Plan provides for the following severance benefits upon a termination of employment by the Company without “cause” or, to the extent occurring within the two-year period following a “change in control,” a termination by the participant with “good reason” (each as defined in the Amended Executive Severance Plan): (i) continued payment of base salary for two years; (ii) a pro-rated annual bonus for the year in which the termination occurs based on attainment of actual level of performance for such year; and (iii) subsidized benefits continuation for two years. As a condition to receive the severance payments and benefits, the Amended Executive Severance Plan requires that each participant execute and not revoke a general release of claims against the Company and, for two years following termination, comply with certain post-termination restrictive covenants in favor of the Company.
The Amended Executive Severance Plan is not duplicative of severance that a participant may be entitled to receive under an employment or severance agreement or under the Burlington Stores, Inc. Executive Change in Control Severance Plan. One of our named executive officers (our Chief Human Resources Officer) would be eligible to receive severance under the Amended Executive Severance Plan and each of our other named executive officers would continue to be eligible to receive severance under their existing employment agreements. The description of the Amended Executive Severance Plan set forth under this Item 9B does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Executive Severance Plan, which is attached as Exhibit 10.39 to this Annual Report on Form 10-K and incorporated by reference herein.
Adoption, Modification or Termination of Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended January 31, 2026, 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.
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