Burlington Stores 2026 shareholder meeting results

Burlington Stores, Inc. reported the results of its annual stockholder meeting held on May 19, 2026.

Rhea-AI Filing Summary

Burlington Stores, Inc. reported the results of its annual stockholder meeting held on May 19, 2026. Stockholders representing 59,553,183 shares, about 95% of shares eligible to vote, were present, meaning the meeting had a strong quorum. Seven directors, including Ted English, Shira Goodman and others, were elected with large majorities. Deloitte & Touche LLP was ratified as the independent registered certified public accounting firm for the fiscal year ending January 30, 2027. Stockholders approved, on an advisory basis, the compensation of named executive officers and expressed a clear preference for holding Say-On-Pay votes every one year. The company’s board has decided to follow this annual frequency until a future required vote on frequency or a different determination.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 59,553,183 shares Director support example: 58,161,198 votes For Auditor ratification For votes: 57,429,806 votes +2 more

5 metrics

Shares represented at meeting 59,553,183 shares Approximately 95% of shares outstanding and eligible to vote at May 19, 2026 annual meeting

Director support example 58,161,198 votes For Votes For director nominee Laura Sen, with 217,874 Against and 17,369 Abstained

Auditor ratification For votes 57,429,806 votes Votes For ratifying Deloitte & Touche LLP as auditor, vs. 2,105,955 Against and 17,422 Abstained

Say-On-Pay approval votes 51,330,197 votes For Advisory vote on compensation of named executive officers, with 6,993,967 Against and 72,277 Abstained

Say-On-Pay frequency 1-year votes 57,851,887 votes Votes preferring Say-On-Pay every 1 year, compared with 4,893 for 2 years and 513,237 for 3 years

Key Terms

annual meeting of stockholders, independent registered certified public accounting firm, Say-On-Pay, broker non-votes, +1 more

5 terms

annual meeting of stockholders financial

"Burlington Stores, Inc. held its annual meeting of stockholders (the “Annual Meeting”) on May 19, 2026."

independent registered certified public accounting firm financial

"the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered certified public accounting firm"

Say-On-Pay financial

"an advisory vote regarding the compensation of the Company’s named executive officers ("Say-On-Pay");"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Name | For | Against | Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"an advisory vote regarding the frequency of future Say-On-Pay votes."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the quorum and participation level at Burlington Stores (BURL) 2026 annual meeting?

Stockholders representing 59,553,183 shares participated, about 95% of shares outstanding and eligible to vote. This high participation level ensured a valid quorum and broad shareholder representation in decisions on directors, auditor ratification, and advisory compensation matters.

Were Burlington Stores (BURL) directors re-elected at the May 19, 2026 annual meeting?

Seven directors, including Ted English, Shira Goodman, Jordan Hitch and others, were elected with strong support. Each nominee received significantly more votes “For” than “Against,” with additional broker non-votes reported, confirming continued shareholder backing of the existing board composition.

Did Burlington Stores (BURL) stockholders ratify Deloitte & Touche as auditor for 2026?

Yes. Stockholders cast 57,429,806 votes “For,” 2,105,955 “Against,” and 17,422 “Abstained” on ratifying Deloitte & Touche LLP as independent registered certified public accounting firm for the fiscal year ending January 30, 2027, with no broker non-votes recorded.

How did Burlington Stores (BURL) stockholders vote on Say-On-Pay in 2026?

Stockholders approved the advisory Say-On-Pay proposal with 51,330,197 votes “For,” 6,993,967 “Against,” and 72,277 “Abstained,” plus 1,156,742 broker non-votes. This indicates majority support for the compensation of the company’s named executive officers as presented.

What Say-On-Pay vote frequency did Burlington Stores (BURL) stockholders prefer?

The advisory vote on frequency favored annual Say-On-Pay votes, with 57,851,887 votes for every one year, 4,893 for every two years, and 513,237 for every three years. The board decided to hold Say-On-Pay votes annually until the next required frequency vote.

What decision did Burlington Stores (BURL) board make following the Say-On-Pay frequency vote?

After reviewing the frequency vote, the board determined that Say-On-Pay proposals will be submitted to stockholders on an annual basis. This approach will continue until the next required frequency vote or until the board decides a different schedule better serves stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:26 PM Learn about SEC filing dates

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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 19, 2026

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 19, 2026. A total of 59,553,183 shares of the Company’s common stock, representing approximately 95% 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 seven directors of the Company to serve for a term of one year;

•the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending January 30, 2027;

•an advisory vote regarding the compensation of the Company’s named executive officers ("Say-On-Pay"); and

•an advisory vote regarding the frequency of future Say-On-Pay votes.

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 2, 2026. The final voting results with respect to each proposal are set forth below.

1.Election of Directors

Name	For	Against	Abstained	Broker Non-Votes
Ted English	57,957,497	420,133	18,811	1,156,742
Shira Goodman	58,160,786	218,286	17,369	1,156,742
Jordan Hitch	51,416,474	6,961,069	18,898	1,156,742
John Mahoney	56,553,070	1,825,834	17,537	1,156,742
Laura Sen	58,161,198	217,874	17,369	1,156,742
Michael Skirvin	58,006,892	372,180	17,369	1,156,742
Paul Sullivan	57,268,056	1,111,017	17,368	1,156,742

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

For	Against	Abstained	Broker Non-Votes
57,429,806	2,105,955	17,422	N/A

3.Advisory Vote on Compensation of Named Executive Officers

For	Against	Abstained	Broker Non-Votes
51,330,197	6,993,967	72,277	1,156,742

4.Advisory Vote on Frequency of Future Say-On-Pay Votes

Every 1 Year	Every 2 Years	Every 3 Years	Abstained	Broker Non-Votes
57,851,887	4,893	513,237	26,424	1,156,742

The Company has considered these voting results and determined that an advisory vote regarding the compensation of the Company’s named executive officers will be submitted to stockholders on an annual basis until the next required vote on frequency or until the Board of Directors otherwise determines that a different frequency is in the best interest of the Company’s stockholders.

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 26, 2026

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