Burlington Stores, Inc.

This summary highlights information about Burlington Stores, Inc. (referred to in this Proxy Statement as “we,” “us,” “our,” “Burlington” or the “Company”), our Board of Directors (the “Board” or the “Board of Directors”) and our upcoming 2026 Annual Meeting of Stockholders (the “Annual Meeting” or “2026 Annual Meeting”) contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

This Proxy Statement includes several website addresses and references to additional materials found on those websites, including our Corporate Social Responsibility Report. These websites and materials are provided for convenience only and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of the Proxy Statement or any of the Company’s other SEC filings.

Annual Meeting Information

Voting Matters and Board Recommendations

The Board of Directors recommends that you vote as follows on each proposal:

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Company Overview

Headquartered in New Jersey, we are a nationally recognized off-price retailer with net sales of $11.5 billion for the fiscal year ended January 31, 2026 (“fiscal 2025”). We are a Fortune 500 company, and our common stock is traded on the New York Stock Exchange under the ticker symbol “BURL.” We operated 1,212 stores as of the end of fiscal 2025 in 46 states, Washington D.C. and Puerto Rico, principally under the name Burlington Stores. Our stores offer an extensive selection of in-season, high-quality branded merchandise at up to 60% off other retailers’ prices, including fashion-focused women’s apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

Under the oversight of our Board of Directors, we continue to focus on several ongoing strategic initiatives aimed at operating with flexibility, responsiveness, and efficiency in everything we do, while delivering great value to our customers through continued improvement in the execution of our off-price model.

These strategies, which are more fully discussed in our Annual Report on Form 10-K for fiscal 2025 (the “fiscal 2025 10-K”), are designed to drive long-term value for our stockholders and maintain a sustainable competitive advantage.

Fiscal 2025 Performance

We delivered strong financial results in fiscal 2025. Net sales increased from $10.6 billion to $11.5 billion, a 9% increase, and net income increased 21% to $610 million, or $9.51 per share vs. $7.80 per share in fiscal 2024 and $5.23 per share in fiscal 2023.

In fiscal 2025 we enhanced our liquidity position and returned significant excess cash to our stockholders. We retired our 2025 convertible notes at maturity in April, reinforcing our financial flexibility. In June, we increased our Term Loan facility to $1,744 million, providing additional capacity to support our store growth and investments in owned, critical infrastructure such as our distribution centers. In July we extended and upsized our ABL facility to $1.0 billion, further strengthening our liquidity profile. We also returned $251 million to stockholders through common stock repurchases, and we ended the fiscal year with $2.2 billion in liquidity, including $1,233 million in cash, and no borrowings on our ABL facility. In addition, we opened 104 net new stores and relocated 18 of our older oversized locations in fiscal 2025.

Information regarding how we calculate Adjusted Net Income (which is divided by our fully diluted weighted average shares outstanding for fiscal 2025 of 64,126 thousand, for fiscal 2024 of 64,595 thousand and for fiscal 2023 of 64,917 thousand to arrive at Adjusted EPS) and Adjusted EBIT, and a reconciliation of those non-GAAP financial measures to the most directly comparable GAAP financial measure, is contained in Appendix A.

1 Fiscal 2025, Fiscal 2024 and Fiscal 2023 Adjusted EBIT Margin excludes $35 million, $16 million and $18 million, respectively, of expenses associated with bankruptcy acquired leases. Fiscal 2025, Fiscal 2024 and Fiscal 2023 Adjusted EPS exclude $26 million, $12 million and $14 million, respectively, net of tax, of expenses associated with bankruptcy acquired leases. However, these expenses are included for purposes of calculating Adjusted EPS under the 2023 PSU awards. For purposes of comparison, Net Sales, Adjusted EBIT, and Adjusted EPS for fiscal 2023, which was a 53-week fiscal year, have been adjusted to reflect a 52-week period (ended January 27, 2024).

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Board of Directors

The following table provides summary information about our directors. Additional information about their background and experience can be found beginning on page 12.

(1)

NCGC = Nominating and Corporate Governance Committee; CC = Compensation Committee; AC = Audit Committee; C = Chair

(2)

As further discussed below, Ms. Tocio notified the Company of her decision not to seek re-election at the end of her term. Her retirement will be effective on the date of the Annual Meeting.

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Board Composition Highlights

The Board takes a thoughtful and deliberate approach to Board composition to ensure that our directors have a range of backgrounds, talents, skills, experience and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. Some of the key features of our Board composition are as follows:

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2026 Proxy Statement

This Proxy Statement and the accompanying materials are being made available to stockholders of Burlington Stores, Inc. beginning on or about April 2, 2026. In this Proxy Statement, you will find information on the matters to be presented at the Annual Meeting and information to assist you in voting your shares.