Burlington Stores (NYSE: BURL) sets 2026 meeting and Say-on-Pay votes
Rhea-AI Filing Summary
Burlington Stores, Inc. is asking stockholders to vote at its 2026 virtual-only annual meeting on May 19, 2026. Holders of common stock as of March 25, 2026 may vote online, by phone, by mail, or during the webcast.
Stockholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor for the fiscal year ending January 30, 2027, a non-binding Say-on-Pay advisory vote on executive compensation, and a non-binding vote on how often to hold future Say-on-Pay votes. The Board recommends voting for all director nominees, for the auditor and Say-on-Pay, and for an annual Say-on-Pay vote.
The proxy highlights Burlington’s off-price retail model and strong fiscal 2025 results: net sales of $11.5 billion, up from $10.6 billion, a 9% increase; net income of $610 million, up 21%; and earnings of $9.51 per share versus $7.80 in fiscal 2024. Adjusted EBIT reached $923 million and adjusted EPS was $10.17. The company operated 1,212 stores at year-end, a 9% increase, and ended the year with $2.2 billion of liquidity, including $1,233 million in cash, after retiring 2025 convertible notes and repurchasing $251 million of common stock.
The proxy also details corporate governance practices such as an independent chair, a majority independent board, proxy access, majority voting in uncontested director elections, and robust stock ownership guidelines. Executive pay is described as heavily performance-based, with about 90% of the CEO’s target annual compensation and about 83% for other named executives at risk through incentive and equity awards.
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Key Figures
Key Terms
Say-on-Pay financial
proxy access regulatory
majority voting standard regulatory
performance stock units financial
compensation recoupment (or “clawback”) policy financial
enterprise risk management financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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☐
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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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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 2, 2026 |
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Dear Burlington Stockholder: You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Burlington Stores, Inc. at 8:00 a.m. Eastern Time on May 19, 2026. All holders of shares of our outstanding common stock as of the close of business on March 25, 2026 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 provided in the Notice of 2026 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. |
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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
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Table of Contents
BURLINGTON STORES, INC.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 19, 2026
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Date: May 19, 2026
Time: 8:00 a.m. (Eastern Time)
Location: Virtually online via live audio webcast at: www.virtualshareholdermeeting.com/BURL2026
Record Date: March 25, 2026
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Items of Business
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1. |
To elect the seven directors nominated by Burlington Stores, Inc.’s Board of Directors and named in the accompanying Proxy Statement;
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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 January 30, 2027;
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3. |
To obtain non-binding advisory approval of the compensation of Burlington Stores, Inc.’s named executive officers (“Say-on-Pay”);
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4. |
To obtain non-binding advisory approval of the frequency of holding future Say-On-Pay votes; and |
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5. |
To consider any other business properly brought before the meeting and any adjournment or postponement of the meeting.
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The Board of Directors of Burlington Stores, Inc. unanimously recommends a vote FOR each director nominee named in Proposal 1, FOR Proposals 2 and 3, and for ONE YEAR on Proposal 4.
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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 2, 2026
Important notice regarding the availability of proxy materials for the 2026 Annual Meeting of Stockholders to be held on May 19, 2026: This Notice of Annual Meeting, the accompanying Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 are all available at www.proxyvote.com
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YOUR VOTE IS IMPORTANT
PLEASE VOTE BY INTERNET OR TELEPHONE OR
SIGN, DATE, & RETURN YOUR PROXY CARD
Table of Contents
Table of Contents
SAFE HARBOR STATEMENT |
1 |
PROXY STATEMENT SUMMARY |
2 |
ABOUT THE ANNUAL MEETING |
7 |
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11 |
Overview of Our Board Structure |
11 |
Nominees for Election at Annual Meeting |
12 |
Recommendation of the Board of Directors |
15 |
Directors Continuing in Office |
16 |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS |
20 |
CORPORATE GOVERNANCE |
21 |
Corporate Governance Guidelines |
21 |
Majority Vote Standard for Election of Directors |
21 |
Proxy Access |
22 |
Board Leadership Structure |
22 |
Board Oversight of Risk |
23 |
Strategic Planning |
24 |
Independent Directors |
24 |
Meeting Attendance |
25 |
Executive Sessions |
25 |
Stockholder Engagement |
25 |
Communications with the Board of Directors |
26 |
Stock Ownership Guidelines |
27 |
Director Orientation |
27 |
Board and Committee Evaluations |
28 |
Selecting Nominees to the Board of Directors |
28 |
Board Service Policies |
30 |
Board Refreshment |
30 |
Code of Conduct and Code of Ethics |
31 |
Culture and Corporate Social Responsibility |
31 |
BOARD COMMITTEES |
33 |
DIRECTOR COMPENSATION |
35 |
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General |
37 |
Principal Accountant Fees and Services |
38 |
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services |
38 |
Recommendation of the Board of Directors and the Audit Committee |
38 |
AUDIT COMMITTEE REPORT |
39 |
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General |
40 |
Recommendation of the Board of Directors |
40 |
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41 |
General |
41 |
Recommendation of the Board of Directors |
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OWNERSHIP OF SECURITIES |
42 |
Securities Authorized for Issuance Under Equity Compensation Plans |
44 |
EXECUTIVE COMPENSATION |
45 |
Compensation Discussion and Analysis |
45 |
Report of the Compensation Committee |
59 |
Compensation Committee Interlocks and Insider |
60 |
Compensation-Related Risk |
60 |
Fiscal 2025 Summary Compensation Table |
61 |
Fiscal 2025 Grants of Plan-Based Awards |
62 |
Outstanding Equity Awards at Fiscal 2025 Year-End |
63 |
Fiscal 2025 Option Exercises and Stock Vested |
65 |
Pension Benefits |
65 |
Nonqualified Deferred Compensation |
65 |
Potential Payments Upon Termination or Change in |
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Pay Ratio |
69 |
Pay Versus Performance |
70 |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS |
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STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS |
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STOCKHOLDERS SHARING THE SAME ADDRESS |
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FORM 10-K |
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OTHER MATTERS |
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APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
A-1 |
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Burlington Stores, Inc. 2026 Proxy Statement | i |
Table of Contents
Safe Harbor Statement
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical fact included in this Proxy Statement, including those about our growth strategy, our plans or agreements that may require us to provide compensation to our executives upon the occurrence of future events, such as the achievement of Company objectives and the termination of an individual’s employment or a change in control of the Company, and those regarding expectations that certain performance goals and/or targets for management and/or the Company will be attained, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Our forward-looking statements are subject to risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual events or results to differ materially from those we expected, include: general economic conditions, such as inflation, and the domestic and international political situation and the related impact on consumer confidence and spending; competitive factors, including the scale and potential consolidation of some of our competitors, rise of e-commerce spending, pricing and promotional activities of major competitors, and an increase in competition within the markets in which we compete; seasonal fluctuations in our net sales, operating income and inventory levels; the reduction in traffic to, or the closing of, the other destination retailers in the shopping areas where our stores are located; our ability to identify changing consumer preferences and demand; our ability to meet evolving regulatory requirements and stakeholder expectations regarding environmental, social or governance matters; extreme and/or unseasonable weather conditions caused by climate change or otherwise adversely impacting demand; our ability to sustain our growth plans or successfully implement our long-range strategic plans; our ability to execute our opportunistic buying and inventory management process; our ability to optimize our existing stores or maintain favorable lease terms; the availability, selection and purchasing of attractive brand name merchandise on favorable terms; our ability to attract, train and retain quality employees and temporary personnel in sufficient numbers; labor costs and our ability to manage a large workforce; the solvency of parties with whom we do business and their willingness to perform their obligations to us; import risks, including tax and trade policies, tariffs and government regulations; disruption in our distribution network; our ability to protect our information systems against service interruption, misappropriation of data, breaches of security, or other cyber-related attacks; risks related to the methods of payment we accept; the success of our advertising and marketing programs in generating sufficient levels of customer traffic and awareness; damage to our corporate reputation or brand; impact of potential loss of executives or other key personnel; our ability to comply with existing and changing laws, rules, regulations and local codes; lack of or insufficient insurance coverage; issues with merchandise safety and shrinkage; our ability to comply with increasingly rigorous privacy and data security regulations; impact of legal and regulatory proceedings relating to us; use of social media by us or by third parties at our direction in violation of applicable laws and regulations; our ability to generate sufficient cash to fund our operations and service our debt obligations; our ability to comply with covenants in our debt agreements; the consequences of the possible conversion of our convertible notes; our reliance on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations; the volatility of our stock price; the impact of the anti-takeover provisions in our governing documents; impact of potential shareholder activism; and other risks discussed from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”), including those under the heading “Risk Factors” in Part I, Item IA of the Company’s Annual Report on 10-K for the year ended January 31, 2026.
Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Proxy Statement might not occur. Furthermore, we cannot guarantee future results, events, levels of activity, performance or achievements.
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Burlington Stores, Inc. 2026 Proxy Statement | 1 |
Table of Contents
Proxy Statement Summary
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 |
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Date and Time: |
Tuesday, May 19, 2026 8:00 a.m. Eastern Time
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Location: |
Virtually online via live audio webcast at: www.virtualshareholdermeeting.com/BURL2026
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Record Date: |
March 25, 2026
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Voting Matters and Board Recommendations |
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The Board of Directors recommends that you vote as follows on each proposal:
Voting Matter |
Board’s Recommendation |
Page Reference |
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Proposal 1: |
Election of Seven Directors Nominated by the Board and Named in this Proxy Statement |
FOR each director nominee |
11 |
Proposal 2: |
Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Certified Public Accounting Firm for the Fiscal Year Ending January 30, 2027 |
FOR |
37 |
Proposal 3: |
Non-Binding Advisory Approval of the Compensation of the Company’s Named Executive Officers (“Say-On-Pay”) |
FOR |
40 |
Proposal 4: |
Non-Binding Advisory Approval of the Frequency of Future “Say-On-Pay” Votes |
ONE YEAR |
41 |
2 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
PROXY STATEMENT SUMMARY
Company Overview |
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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 |
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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.
Financial Highlights1 |
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Net Sales $11.5B 9% increase vs FY 24 |
Adjusted EBIT $923M 80 bps expansion vs FY 24 |
Adjusted EPS $10.17 22% increase vs FY 24 |
Store Count 1,212 9% increase vs FY24 |
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Net Sales |
Adjusted EBIT |
Adjusted EPS |
Store Count |
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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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Burlington Stores, Inc. 2026 Proxy Statement | 3 |
Table of Contents
PROXY STATEMENT SUMMARY
Governance Highlights |
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Our Board believes that good corporate governance promotes the long-term interests of stockholders, enhances Board and management accountability and helps build public trust in the Company. The Corporate Governance section beginning on page 21 describes our corporate governance framework and commitment. Highlights of our corporate governance practices include: |
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• Board will be fully declassified by the 2027 Annual Meeting of Stockholders • Independent Board Chair • 11 out of 12 directors are independent • At least 92% Board and committee meeting attendance during fiscal 2025 • Majority voting standard and director resignation policy for directors in uncontested elections • Proxy access for director candidates nominated by eligible stockholders • Majority of director compensation paid in stock
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• Annual Board, director and committee self-evaluations • No unequal voting rights • Robust CEO, executive and non-employee director stock ownership guidelines • Corporate Governance Guidelines limit director membership on other public company boards • Board oversight of environmental, social and governance (“ESG”) matters • Robust stockholder engagement program, engaging with stockholders representing approximately 69% of our outstanding shares on governance, executive compensation, and ESG matters • No stockholder rights plan or “poison pill”
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Board of Directors |
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The following table provides summary information about our directors. Additional information about their background and experience can be found beginning on page 12.
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Committee Memberships (1) |
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Primary or Former Occupation |
Age |
Director Since |
Independent |
AC |
CC |
NCGC |
John J. Mahoney |
Retired Vice Chairman, Staples, Inc. Chairman of the Board |
74 |
2013 |
✓ |
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Ted English |
Executive Chairman, Bob’s Discount Furniture |
72 |
2016 |
✓ |
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Shira Goodman |
Former Chief Executive Officer, Staples, Inc. |
65 |
2025 |
✓ |
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Michael Goodwin |
Former Senior Vice President, Chief Information Technology Officer, PetSmart, Inc. |
65 |
2020 |
✓ |
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Jordan Hitch |
Former Managing Director, Bain Capital |
59 |
2006 |
✓ |
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C |
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William McNamara |
Retired President, Macy’s Reinvent Strategies, Macy’s, Inc. |
75 |
2014 |
✓ |
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Michael O’Sullivan |
Chief Executive Officer, Burlington Stores, Inc. |
62 |
2019 |
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Jessica Rodriguez |
Former Chief Marketing Officer and President of Entertainment, Univision Communications Inc. |
53 |
2018 |
✓ |
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Laura J. Sen |
Former Non-Executive Chairman and Chief Executive Officer, BJ’s Wholesale Club, Inc. |
69 |
2018 |
✓ |
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Michael Skirvin |
Former Chief Executive Officer, Bob's Discount Furniture |
68 |
2025 |
✓ |
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Paul J. Sullivan |
Retired Partner, PricewaterhouseCoopers LLP |
78 |
2012 |
✓ |
C |
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Mary Ann Tocio(2) |
Retired President and Chief Operating Officer, Bright Horizons Family Solutions, Inc. |
77 |
2015 |
✓ |
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C |
4 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
PROXY STATEMENT SUMMARY
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:
Gender Diversity |
Ethnic/Racial Diversity |
Age |
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Director Independence |
Tenure |
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Burlington Stores, Inc. 2026 Proxy Statement | 5 |
Table of Contents
PROXY STATEMENT SUMMARY
Executive Compensation Program Highlights |
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Our objective is to have an executive compensation program that will allow us to attract and retain executive officers of a caliber and level of experience necessary to effectively manage our business and to motivate those executive officers to drive stockholder value, consistent with our Core Values as described on page 31. To support this, we designed our executive compensation program to align with our business strategy and to incentivize and reward our executives for performance of both the Company's near-term goals as well as long-term growth goals. The Compensation Committee establishes challenging performance goals under our annual and long-term incentive plans to ensure that executive compensation reflects both Company financial performance and stockholder value, reinforcing a strong pay-for-performance culture. In fiscal 2025, approximately 90% of the target annual compensation for Mr. O’Sullivan, our Chief Executive Officer (the “CEO”), and approximately 83% of the average target annual compensation for our named executive officers (“NEOs”) other than Mr. O’Sullivan, was “at-risk.”
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Significant Features of our Executive Compensation Program |
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✓ Alignment of pay with Company financial performance ✓ 65% of annual long-term incentive grants to NEOs were performance-based awards in 2025, increased from 50% for pre-2025 annual grants ✓ Balance short-term and long-term incentives ✓ Limits on annual incentive award and PSU award payments ✓ Robust CEO and executive stock ownership guidelines ✓ Share grants managed carefully to minimize stockholder dilution ✓ Robust compensation recoupment (or “clawback”) policy ✓ Annual stockholder Say-on-Pay votes ✓ Annual compensation risk assessment ✓ Compensation Committee uses independent consultant
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× No excise tax gross-ups × No evergreen provision or reload options × No liberal share recycling × No hedging or pledging of Company stock by executive officers or directors × No automatic “single-trigger” change in control vesting of equity awards × No pension plans or supplemental executive retirement plans (SERPs) × No guaranteed bonuses or salary increases
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Please see the Compensation Discussion and Analysis beginning on page 45 for an overview of our executive compensation program together with a description of the material factors underlying the decisions that resulted in the fiscal 2025 compensation provided to the NEOs identified below.
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Named Executive Officers
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Michael O’Sullivan |
Chief Executive Officer |
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Kristin Wolfe |
Executive Vice President and Chief Financial Officer |
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Jennifer Vecchio |
Group President and Chief Merchandising Officer |
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Travis Marquette |
President and Chief Operating Officer |
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Matthew Pasch |
Executive Vice President and Chief Human Resources Officer |
6 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
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.
About the Annual Meeting |
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Who is soliciting my vote?
The Company is providing this Proxy Statement in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting and at any reconvened or rescheduled meeting following any adjournment or postponement of the Annual Meeting.
What will I be voting on?
You will be voting on:
Say-On-Pay votes (Proposal 4); and
What are the Board of Directors voting recommendations?
The Board recommends that you vote:
Who is entitled to vote?
All stockholders who owned the Company’s common stock at the close of business on the record date, March 25, 2026, are entitled to attend and vote at the Annual Meeting, or at any adjournment or postponement of the Annual Meeting.
How many votes do I have?
You will have one vote on each matter for every share of the Company’s common stock you owned on the record date. There is no cumulative voting.
How many votes can be cast by all stockholders?
Each share of the Company’s common stock is entitled to one vote. On the record date, the Company had 62,830,271 shares of common stock outstanding and entitled to vote.
How many shares must be present to hold the Annual Meeting?
A majority of the outstanding shares of the Company’s common stock must be present or represented by proxy at the Annual Meeting in order to have a quorum. If the persons present or represented by proxy at the Annual Meeting constitute the holders of less than a majority of the outstanding shares of common stock as of the record date, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.
Shares are counted as present at the Annual Meeting if stockholders attend the meeting and vote virtually or if a proxy has been properly submitted by or on behalf of a stockholder. Abstentions and “broker non-votes” are counted for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a bank, broker or other nominee (a “broker”) holding shares for a beneficial owner submits a proxy for the Annual Meeting without voting on a particular proposal because the broker has not received instructions from the beneficial owner
and does not have discretionary voting power with respect to that proposal. A broker may exercise its discretionary voting power with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for fiscal 2026 (Proposal 2), but does not have discretion to vote with
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Burlington Stores, Inc. 2026 Proxy Statement | 7 |
Table of Contents
2026 PROXY STATEMENT
respect to the election of directors (Proposal 1), the non-binding advisory approval of the compensation of our NEOs (Proposal 3), or the non-binding advisory approval of the frequency of future Say-On-Pay votes (Proposal 4).
How many votes are required to elect directors and approve the other proposals?
Our Amended and Restated Bylaws (the “Amended Bylaws”) require that, in an uncontested election of directors (Proposal 1), each director will be elected by a majority of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote in the election of such director such that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. Please see page 21 for a further description of our majority vote standard for the election of directors. Proposals 2 and 3 require the approval of the holders of a majority of votes present virtually or represented by proxy at the Annual Meeting and entitled to vote on the proposal. With respect to Proposal 4, the frequency receiving the greatest number of votes will be considered the frequency that stockholders approve. Abstentions have no effect on the determination of whether a director nominee has received the requisite amount of votes cast (Proposal 1), but will have the same effect as a vote “against” Proposals 2 or 3 and, with respect to Proposal 4, will have no effect. Broker non-votes have no effect on the determination of whether a director nominee is elected under Proposal 1 or whether Proposals 3 or 4 has received the requisite number of votes cast to pass. There will not be any broker non-votes with respect to Proposal 2, because brokers will have discretionary voting authority on Proposal 2.
Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
We take advantage of the SEC rules that allow issuers to furnish proxy materials to their stockholders on the internet. We believe these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials, which indicates how our stockholders may: (i) access their proxy materials and vote their proxies over the internet or by telephone; or (ii) make a request to receive a printed set of proxy materials by mail.
How do I vote?
Registered Holders
If you are a “registered holder” (meaning your shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC (“Equiniti ”)), then you may vote either during the Annual Meeting using the control number included on your Notice of Internet Availability of Proxy Materials or paper proxy card, or in advance of the Annual Meeting by proxy. If you decide to vote by proxy, you may vote via the internet, by telephone or by mail, and your shares will be voted at the Annual Meeting in the manner you direct. For those stockholders who receive a Notice of Internet Availability of Proxy Materials, the Notice provides information on how to access your online proxy card and vote via the internet or how to vote by telephone or receive a paper proxy card to vote by mail. Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on May 18, 2026.
In the event that you return a signed proxy card on which no directions are specified, your shares will be voted as the Board recommends.
Beneficial Holders
If you are a beneficial owner of shares held in “street name” (meaning a broker holds shares on your behalf), then you may vote during the Annual Meeting using the control number included on your Notice of Internet Availability of Proxy Materials or the instructions that accompanied your proxy materials.
Alternatively, you may provide instructions to the nominee that holds your shares to vote by completing, signing and returning the voting instruction card that the nominee provides to you, or by using the voting arrangements described on the voting instruction card, the Notice of Internet Availability of Proxy Materials or other materials that the nominee provides to you.
If you do not vote or provide voting instructions to your nominee, this results in a broker non-vote and the nominee will not vote your shares on the election of directors (Proposal 1), the non-binding advisory approval of the compensation of our NEOs (Proposal 3), or the non-binding advisory approval of the frequency of future Say-On-Pay votes (Proposal 4), but your nominee may exercise its discretionary voting power with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for fiscal 2026 (Proposal 2) and register your shares as being present at the Annual Meeting for purposes of determining a quorum.
8 | Burlington Stores, Inc. 2026 Proxy Statement |
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2026 PROXY STATEMENT
What does it mean if I receive more than one notice, proxy or voting instruction card?
It means that your shares may be registered differently or held in more than one account. Please provide voting instructions for all notices, proxy and voting instruction cards you receive. Certain brokers have procedures in place to discontinue duplicate mailings upon a stockholder’s request. You should contact your broker for more information.
Can I change my vote after I execute my proxy?
You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy with a later date, by voting again via the internet or by telephone, or by delivering written notice of revocation of your proxy to our General Counsel and Corporate Secretary at our principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting virtually, although attendance at the Annual Meeting will not, by itself, revoke a valid proxy that was previously delivered. If you hold shares in “street name,” you must contact the nominee that holds the shares on your behalf to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting virtually at the Annual Meeting using your control number as described above.
Will my vote be kept confidential?
Yes. The Company’s policy is that all proxy or voting instruction cards, ballots and vote tabulations which identify the vote of an individual stockholder are to be kept secret unless required by law. Your vote will be disclosed to Burlington or its agents only:
How do I attend and ask questions at the Annual Meeting?
This year, the Annual Meeting will again be held in a virtual-only format. This meeting format provides for an opportunity for participation from any location that is safe and convenient to any attendee, and we are committed to ensuring that our attendees have substantially the same opportunities to participate in a virtual setting as they would at an in-person meeting.
If you are a registered holder, you can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BURL2026 and entering the 16-digit control number previously provided to you in your proxy materials. If your shares are held in “street name,” your control number should be included with your voting instructions received from your broker or other nominee. Please follow the instructions on your Notice of Internet Availability, proxy card, voting instruction form or other applicable proxy notice that you received for accessing the virtual Annual Meeting. If your broker or other nominee has not provided you with your control number or if you have misplaced your control number, please contact them for instructions on how to attend the virtual Annual Meeting.
Stockholders who attend the virtual Annual Meeting by following the above instructions will have an opportunity to vote and to submit questions electronically in accordance with the rules of conduct for the meeting, which will be available for review during the meeting at www.virtualshareholdermeeting.com/BURL2026. Guests without a control number may access the virtual Annual Meeting by visiting the virtual meeting site provided above, but will not be able to vote or submit questions during the meeting.
We will answer questions during the meeting that comply with the rules of conduct as time permits. Responses to such questions that we do not have time to respond to during the Annual Meeting will be posted to our Investor Relations website following the Annual Meeting. If we receive substantially similar questions, we will group such questions together.
How can I request technical assistance during the Annual Meeting?
The meeting will begin promptly at 8:00 a.m. Eastern Time. You may access the meeting webcast 15 minutes prior to the start time, and we encourage you to allow ample time to log in and test your computer audio system. If you encounter any difficulty accessing the Annual Meeting, please call the Call Center Support number displayed on the login page for the Annual Meeting site.
Who pays for this proxy solicitation?
We will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this Proxy Statement, the proxy and any additional solicitation material that we may provide to stockholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries, custodians and other nominees holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such
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Burlington Stores, Inc. 2026 Proxy Statement | 9 |
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2026 PROXY STATEMENT
beneficial owners. We have hired Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to assist in soliciting proxies for an estimated fee of $17,500 plus reimbursement of reasonable expenses. Further, the original solicitation of proxies by mail and through the internet may be supplemented by solicitation by mail, email, facsimile, personal interview or telephone and other means by our directors, officers and associates. No additional compensation will be paid to these individuals for any such services.
Who can I contact with questions?
If you have any questions or need assistance voting, please contact Innisfree. Stockholders may call 1-888-750-5834. Banks and brokers may call 1-212-750-5833.
Who are the proxyholders and how were they selected?
The proxyholders are Michael O’Sullivan, Kristin Wolfe and Karen Leu, each of whom was selected by our Board of Directors and is an officer of the Company. The proxyholders will vote all proxies, or record an abstention, in accordance with the directions on the proxy. If no direction is given, the shares will be voted as recommended by our Board of Directors.
Could other matters be decided at the Annual Meeting?
We do not know of any other matters that will be considered at the Annual Meeting. If any matter other than those described in this Proxy Statement arises at the Annual Meeting, the proxies will be voted at the discretion of the proxy holders.
Is a stockholder list available for examination?
For ten days prior to the Annual Meeting, a complete list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting. Please contact our General Counsel and Corporate Secretary at 1-609-387-7800 x 53214 if you wish to examine the list prior to the Annual Meeting.
Are there any stockholder proposals this year?
No stockholder proposals are included in this Proxy Statement, and we have not received notice of any stockholder proposals to be raised at the Annual Meeting.
Where and when will I be able to find the voting results?
You can find the official results of the voting at the Annual Meeting in our Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
10 | Burlington Stores, Inc. 2026 Proxy Statement |
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Proposal No. 1 — Election of Directors
Overview of Our Board Structure |
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In 2024, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation (also referred to as our “Charter”) to declassify our Board. As a result, starting with the 2025 Annual Meeting, directors began standing for election for one-year terms in a phased approach over three years, with each member of the Board (or their successors) standing for election for a one-year term by our 2027 Annual Meeting of Stockholders.
The Board increased its size to twelve members in connection with the appointment of Michael Skirvin as a director effective as of November 18, 2025. The current terms of office for Mr. Skirvin, John Mahoney, Laura Sen, Paul Sullivan, and Shira Goodman, and our former Class I directors (Ted English, Jordan Hitch, and Mary Ann Tocio) expire at this Annual Meeting. On March 27, 2026, 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. As a result, the Board will decrease its size to eleven members in connection with Ms. Tocio's resignation. Ms. Tocio’s decision was not the result of any disagreement with the Company.
The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of Mr. English, Ms. Goodman, Mr. Hitch, Mr. Mahoney, Ms. Sen, Mr. Skirvin, and Mr. Sullivan for election to the Board. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, who may be designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director.
In determining whether to nominate each of these seven individuals for another term, the Board considered the factors discussed below under the caption entitled “Selecting Nominees to the Board of Directors,” and concluded that each of the nominees standing for election possesses unique experiences, qualifications, attributes and skills that will enable each of them to guide the Company in the best interests of its stockholders. There are no family relationships among directors and executive officers of the Company.
The term of office for our former Class II directors (Michael Goodwin, William McNamara, Michael O’Sullivan and Jessica Rodriguez) expires at our 2027 Annual Meeting of Stockholders.
Each director’s term continues until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, removal or retirement. Vacancies on the Board may be filled by persons elected by a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or his or her earlier death, resignation, removal or retirement.
Our Amended and Restated Certificate of Incorporation and applicable Delaware law permit our stockholders to seek to remove directors from our Board at any annual meeting of our stockholders, as part of the business to be transacted, by complying with the advance notice provisions in our Amended Bylaws. Until the 2027 annual meeting, a director may be removed only for cause by holders of at least 75% of the voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Beginning with the 2027 annual meeting, when our Board will no longer be classified, directors may be removed with or without cause as required by Delaware law. At such time, directors may be removed by the holders of a majority of the voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.
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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Nominees for Election at Annual Meeting |
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The following sets forth the name, age and information regarding the business experience and qualifications of each of the nominees whose terms are expiring at the Annual Meeting:
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Ted English
Age: 72
Director since: 2016
Committee Membership: • Compensation
Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain
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Shira Goodman
Age: 65
Director since: 2025
Committee Membership: • Audit
Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales and Marketing
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Key Qualifications:
Mr. English brings to the Board more than 40 years of experience in the retail industry, including as chief executive of two leading off-price retail companies. His broad experience in large retail chain management encompasses marketing, finance and accounting, operational expertise, and supply chain management. |
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Key Qualifications:
Ms. Goodman brings to the Board experience as a chief executive and senior executive in other leadership positions in operations, retail marketing, human resources and business growth at an internationally renowned retailer. Ms. Goodman’s service on the boards of companies in a variety of sectors equips her with an understanding of different businesses, challenges and strategies. |
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Career Highlights: • Chief Executive Officer of Bob’s Discount Furniture from 2006 until March 2016 • President and Chief Executive Officer of TJX Companies, Inc., a leading off-price retailer of apparel and home fashions, from 2000 (and President from 1999) to 2005 • Chairman of The Marmaxx Group, a division of TJX, between 2000 and 2004, and held various other executive and merchandising positions with TJX from 1983 to 1999 Other Public Company Boards: • Bob’s Discount Furniture, Inc., a premier discount home furnishings company, since 2015 (Executive Chairman since March 2016) • BJ’s Wholesale Club, Inc., membership-only warehouse chain, from 2006 to 2011 Other Biography Highlights: • Director of Rue Gilt Groupe (formerly Rue La La), an e-commerce destination connecting world-class brands with next generation shoppers, since 2013 • Member of the Board of Trustees of various funds within the multi-affiliate structure of Natixis Global Asset Management, a global asset management firm, since 2011 |
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Career Highlights: • Advisory Director at Charlesbank Capital Partners, a private equity firm, from 2019 to 2024 • Chief Executive Officer of Staples, Inc., a business and consumer goods retailer, from 2016 to 2018 • Joined Staples, Inc. in 1992, serving in roles with increasing responsibility, including President and interim Chief Executive Officer, President, North American Operations, President, North American Commercial, Executive Vice President of Global Growth, Executive Vice President of Human Resources, Executive Vice President of Marketing, and in various other management positions • Bain & Company, a global consulting firm, from 1986 to 1992 Other Public Company Boards: • CBRE Group, Inc., a commercial real estate services and investment company, since 2019 (lead independent director since 2023) • CarMax, Inc., a retailer of used vehicles and related products, since 2007 • Henry Schein, Inc., a leading provider of health care products and related services to office-based dental and medical practitioners and alternate care sites, from 2018 through 2021 • Staples, Inc. from 2016 to 2017 • The Stride Rite Corporation from 2002 to 2007 |
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12 | Burlington Stores, Inc. 2026 Proxy Statement |
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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Jordan Hitch
Age: 59
Director since: 2006
Committee Membership: • Compensation (Chair)
Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Public Company Board
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John J. Mahoney Chairman of the Board
Age: 74
Director since: 2013
Committee Membership: • None
Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership, Public Company Board
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Key Qualifications:
Mr. Hitch brings to the Board more than 25 years of experience investing in and serving as an adviser and board member for retail companies at multiple stages of growth. He also possesses valuable strategic and financial expertise, including significant experience with capital markets transactions. |
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Key Qualifications:
Mr. Mahoney brings to the Board over 30 years of financial expertise and over 25 years of retail industry experience, including as chief financial officer of a leading retailer. Serving as an accomplished director for a variety of consumer companies provides Mr. Mahoney with insight into the complex board oversight responsibilities for consumer businesses. |
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Career Highlights: • Active personal investor across a wide range of early-stage growth companies and renewable infrastructure projects • Managing Director at Bain Capital, a private investment firm, until 2015, leaving the firm after 18 years, and Senior Advisor until 2017 Other Public Company Boards: • Bright Horizons Family Solutions, Inc., an employer-sponsored childcare provider, since 2008 Other Biography Highlights: • Member of the Board of Trustees of Lehigh University since 2014 • Current and former director of numerous private companies in the consumer and retail industries |
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Career Highlights: • Vice Chairman and Chief Financial Officer of Staples, Inc., a business and consumer goods retailer, from 2006 (and Chief Financial Officer from 1996) until 2012; also served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer from 1997 to 2006 • Prior to joining Staples, served as a partner at Ernst & Young LLP, including service in the firm’s National Office Accounting and Auditing group Other Public Company Boards: • Bloomin’ Brands, Inc., a casual dining chain, since 2012 • Chico’s FAS, Inc., a fashion retailer, from 2007 through 2024 • The Michael’s Companies, Inc., an arts and crafts retail chain, from 2013 to 2021 • Zipcar, Inc., a leading car-sharing service, from 2010 to 2013 • Tweeter Home Entertainment Group, a national specialty consumer electronics retailer, from 2004 to 2007 • Advo, Inc., a leading direct mail marketing services company, from 2001 to 2007 Other Biography Highlights: • Certified public accountant |
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Burlington Stores, Inc. 2026 Proxy Statement | 13 |
Table of Contents
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Laura J. Sen
Age: 69
Director since: 2018
Committee Membership: • Audit
Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain
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Michael Skirvin
Age: 68
Director since: 2025
Committee Membership: • Audit
Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Real Estate, Sales and Marketing, Supply Chain
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Key Qualifications:
Ms. Sen brings to the Board over 25 years of retail management leadership, including critical roles growing BJ’s from an early-stage business to a Fortune 500 company. Her deep skillset encompasses operations, merchandising, logistics, and financial expertise. Ms. Sen’s director service in a variety of sectors equips her with an understanding of different businesses, challenges and strategies. |
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Key Qualifications:
Mr. Skirvin brings to the Board over 30 years of experience in the retail industry, with deep expertise in finance, operations, real estate development, and executive leadership across both value-oriented and growth-focused retail environments. |
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Career Highlights: • Non-Executive Chairman of BJ’s Wholesale Club, Inc., a membership-only warehouse chain, from 2016 to 2018 • Chief Executive Officer of BJ’s from 2009 to 2016 • Chief Operating Officer of BJ’s from 2008 to 2009 and Executive Vice President of Merchandising and Logistics from 2007 to 2008 (and 1997 to 2003) • Principal of Sen Retail Consulting, a consulting firm advising retail companies on merchandising and logistics, from 2003 to 2006 Other Public Company Boards: • NCR Voyix Corporation, a software and services enterprise provider, since 2022 • EMC Corporation, a provider of enterprise storage systems, from 2015 to 2016 • rue21, inc., a specialty retailer, from 2012 to 2013 • BJ’s Wholesale Club, Inc. from 2008 to 2018 • Abington Bancorp, Inc. from 2001 to 2004 Other Biography Highlights: • Director of Massachusetts Mutual Life Insurance Company since 2012 • Director of Massachusetts Port Authority since 2017 • Director of Federal Reserve Bank of Boston from 2014 until 2016 |
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Career Highlights: • Chief Executive Officer of Bob’s Discount Furniture from 2016 to 2020 • President and Chief Operating Officer of Bob’s Discount Furniture from 2011 to 2016 • Various roles with increasing responsibility at The TJX Companies from 1989 through 2010, including Senior Vice President, Corporate Controller from 1999 to 2004; Senior Vice President, Real Estate and New Business Development from 2004 to 2007; and Chief Operating Officer of the A.J. Wright division from 2007 to 2010 Other Public Company Boards: • None
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14 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Paul J. Sullivan
Age: 78
Director since: 2012
Committee Membership: • Audit (Chair)
Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership
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Key Qualifications:
Mr. Sullivan brings to the Board over 35 years of financial expertise, including substantial experience in corporate finance and accounting and extensive experience providing audit and financial reporting services to numerous organizations. |
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Career Highlights: • Partner, PricewaterhouseCoopers LLP from 1983 to his retirement in 2009, including as a member of the Board of Partners, the Chair of the Finance Committee, and a member of the Management Evaluation and Compensation, Admissions and Strategy Committees Other Public Company Boards: • None Other Biography Highlights: • Certified public accountant |
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Recommendation of the Board of Directors The Board of Directors unanimously recommends that the stockholders vote FOR the election of Ted English, Shira Goodman, Jordan Hitch, John Mahoney, Laura Sen, Michael Skirvin, and Paul Sullivan. |
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Burlington Stores, Inc. 2026 Proxy Statement | 15 |
Table of Contents
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Directors Continuing in Office |
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The following sets forth the name, age and information regarding the business experience and qualifications of each of the directors who will continue in office after the Annual Meeting:
Terms Expiring at the 2027 Annual Meeting
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Michael Goodwin
Age: 65
Director since: 2020
Committee Membership: • Audit • Nominating and Corporate Governance
Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Supply Chain
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William McNamara
Age: 75
Director since: 2014
Committee Membership: • Nominating and Corporate Governance
Skills and Experience: Broad-Based Business, Business Development/M&A, Industry, Leadership, Sales and Marketing, Supply Chain
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Key Qualifications:
Mr. Goodwin brings to the Board more than 30 years of information technology experience in the retail industry, including nearly two decades of C-Suite leadership. His wealth of expertise includes management of cybersecurity risks, fraud prevention, IT transformations, and development of strategic partnerships. |
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Key Qualifications:
Mr. McNamara brings to the Board over 30 years of experience in retail chain management, equipping him with deep insights into consumer behavior, brand building and operational matters. His expertise encompasses merchandising, product development, retail store operations, distributions, and brand innovation. |
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Career Highlights: • Senior Vice President and Chief Information Technology Officer, PetSmart, Inc., a pet supply retailer, from 2014 to 2023 • Senior Vice President and Chief Information Officer of Technology and Business Enablement at Hallmark Cards, Inc. (“Hallmark”), a retailer of greeting cards and gifts, from 2006 until 2014 • Joined Hallmark as an information technology analyst in 1990 and held positions of increasing responsibility prior to becoming CIO Other Public Company Boards: • Cracker Barrel Old Country Store, Inc., a dining and gift shop chain, since 2024 Other Biography Highlights: • Prior to joining Hallmark, served as an officer in the United States Army • NACD Directorship Certification |
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Career Highlights: • President of Macy’s Reinvent Strategies, a division of Macy’s, Inc., a department store retailer, from 2008 to 2009 • Chairman and Chief Executive Officer of the Midwest division of Macy’s, Inc. from 2005 to 2008 • Vice Chairman of May Department Stores Company, a department store retailer, from 2000 until its acquisition by Federated in 2005, responsible for all department store divisions • President of The May Merchandising Company, a department store retailer, from 1998 to 2000, responsible for leading all brand merchandising and product development • Began career at Filene’s, a division of May Department Stores, rising through the ranks of the merchandising organization Other Public Company Boards: • None |
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16 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Michael O'Sullivan
Age: 62
Director since: 2019
Committee Membership: • None
Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain
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Jessica Rodriguez
Age: 53
Director since: 2018
Committee Membership: • Nominating and Corporate Governance
Skills and Experience: Broad-Based Business, Industry, Leadership, Public Company Board, Sales and Marketing
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Key Qualifications:
Mr. O’Sullivan’s day-to-day leadership and experience as our CEO gives him unique insights into our opportunities, challenges and operations. In addition to his experience as our CEO, he brings to the Board a wealth of knowledge and expertise from over 25 years of experience in the retail industry. |
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Key Qualifications:
Ms. Rodriguez brings to the Board extensive operational, marketing, and consumer engagement experience. Her long background in media and marketing provides deep insight into consumer behavior, brand development, and consumer social and digital engagement. |
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Career Highlights: • Chief Executive Officer of Burlington Stores, Inc. since September 2019 • President and Chief Operating Officer of Ross Stores, Inc., an off-price retailer, from 2009 to 2019, and various roles at Ross Stores from 2003 to 2009 • Partner at Bain & Company, a global consulting firm, from 1991 to 2003, working with companies in the retail industry on business strategy and performance improvement Other Public Company Boards: • Ross Stores, Inc. from 2014 to 2019 |
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Career Highlights: • Chief Marketing Officer and President of Entertainment of Univision Communications Inc., the leading media company serving Hispanic America, from 2018 until 2021, and Chief Brand and Impact Officer from 2021 until 2022 • President and Chief Operating Officer, Univision Networks, a division of Univision Communications Inc., from 2018 until 2021 • 20-year tenure at Univision included roles of increasing responsibility, including as Executive Vice President of Programming Scheduling and Marketing, Senior Vice President of Univision Cable Networks and Vice President and Station Manager at Univision Puerto Rico Other Public Company Boards: • Vera Bradley, Inc., a designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts, since 2024 Other Biography Highlights: • NACD Directorship Certification |
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Burlington Stores, Inc. 2026 Proxy Statement | 17 |
Table of Contents
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Consideration of Skills and Experience
Below we identify and describe the key skills and experience that the Nominating and Corporate Governance Committee considers in concluding a director is qualified to serve on the Board. The Nominating and Corporate Governance Committee considers the skills and experience of directors and director nominees individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The experiences, qualifications, attributes and skills that the Board considered in the nomination of our directors are reflected in their individual biographies beginning on page 12 and the skills matrix below. The matrix is a summary; it does not include all the experiences and skills that each director offers, and if a particular experience or skill is not listed it should not suggest that it is not possessed by the director.
18 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Director |
Broad- Based Business |
Business Development / M&A |
Finance |
Industry |
Information Technology and Security |
Leadership |
Public Company Board |
Real Estate |
Sales and Marketing |
Supply Chain |
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|
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|
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Ted English |
✓ |
✓ |
✓ |
✓ |
|
✓ |
✓ |
✓ |
✓ |
✓ |
Shira Goodman |
✓ |
✓ |
✓ |
✓ |
|
✓ |
✓ |
✓ |
✓ |
|
Michael Goodwin |
✓ |
|
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
✓ |
Jordan Hitch |
✓ |
✓ |
✓ |
✓ |
|
|
✓ |
|
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|
John Mahoney |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
|
William McNamara |
✓ |
✓ |
|
✓ |
|
✓ |
|
|
✓ |
✓ |
Michael O’Sullivan |
✓ |
|
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
Jessica Rodriguez |
✓ |
|
|
✓ |
|
✓ |
✓ |
|
✓ |
|
Laura Sen |
✓ |
|
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
Michael Skirvin |
✓ |
✓ |
✓ |
✓ |
|
✓ |
|
✓
|
✓
|
✓
|
Paul Sullivan |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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Collectively, the composition of our Board reflects a wide range of viewpoints, backgrounds and experience.
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Information About Our Executive Officers
Set forth below is the name, age and certain information regarding each of our executive officers other than Mr. O’Sullivan, whose biographical information is presented above.
Jennifer Vecchio Group President and Chief Merchandising Officer
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Ms. Vecchio, 60, has served as our Group President and Chief Merchandising Officer since July 2021. Prior to her promotion to this role, Ms. Vecchio served as our President and Chief Merchandising Officer from April 2019 through July 2021 and as our Chief Merchandising Officer/Principal from January 2017 through April 2019. From the commencement of her employment with us in May 2015 through January 2017, Ms. Vecchio served as our Executive Vice President and Chief Merchandising Officer. From January 2014 to May 2015, Ms. Vecchio provided consulting services to our merchandising organization. From 1997 to June 2011, Ms. Vecchio held various positions in the merchandising organization of Ross Stores, most recently serving as Executive Vice President of Merchandising—Mens/Kids from December 2009 through June 2011 and as Senior Vice President/GMM from February 2005 through December 2009 with various areas of responsibilities including Mens, Kids, Shoes, Lingerie and Hosiery. From 1988 through 1997, Ms. Vecchio held various positions in the merchandising organization of Macy’s.
Travis Marquette President and Chief Operating Officer
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Mr. Marquette, 54, has served as our President and Chief Operating Officer since October 2021. Before joining Burlington, Mr. Marquette served as the Executive Vice President and Chief Financial Officer of Ross Stores from March 2021 through his resignation in July 2021. Prior to that, he was Ross Stores’ Group Senior Vice President and Chief Financial Officer from 2019 to 2021, Group Senior Vice President and Deputy Chief Financial Officer from 2018 to 2019, and Senior Vice President, Finance from 2017 to 2018. He was also Senior Vice President, Store Operations from 2015 to 2017, Group Vice President, Store Operations from 2013 to 2015, and Vice President, Store Operations Finance from 2009 to 2013. Prior to joining Ross in 2008 as Director, Strategic Planning, Mr. Marquette held various consulting and management roles over a 12-year period with Bain & Company, Carter’s Inc., and PricewaterhouseCoopers.
Kristin Wolfe Executive Vice President and Chief Financial Officer
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Ms. Wolfe, 48, has served as our Executive Vice President and Chief Financial Officer since August 2022. Before joining Burlington, Ms. Wolfe served in a wide range of financial, strategic and operational roles at Ross Stores, Inc. Ms. Wolfe most recently served as Group Senior Vice President, Corporate Finance of Ross Stores, Inc. from 2021 through her resignation in May 2022. Between 2009 and 2021, Ms. Wolfe served in a number of other roles at Ross Stores, including Senior Vice President, Store Operations from 2018 to 2021, Group Vice President, Store Finance and Strategy from 2016 to 2018, Vice President, Store Finance and Strategy from 2014 to 2016, Senior Director, Corporate Strategy from 2012 to 2014 and Director, Store Operations Finance from 2009 to 2012. Prior to her career with Ross Stores, Ms. Wolfe held various roles over a 10-year period with Bain & Company.
Matthew Pasch Executive Vice President and Chief Human Resources Officer
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Mr. Pasch, 55, has served as our Executive Vice President and Chief Human Resources Officer since September 2023. Prior to his promotion to this role, he served as SVP of Human Resources from December 2021 through September 2023 and as SVP of Talent Acquisition, Benefits, Compensation, and HRIS from April 2019 through December 2021. From August 2013 through April 2019, Mr. Pasch served as Vice President of Talent Acquisition. He has also served as Director of Organizational Development and as Director of HR for Stores Support from the commencement of his employment with Burlington in April 2010 through February 2013. Prior to joining Burlington, Mr. Pasch held various roles in HR, Stores Support, and Supply Chain Operations over an eleven-year period with Finlay Fine Jewelry.
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Corporate Governance
The Board is committed to strong corporate governance because it promotes the long-term interests of stockholders, enhances Board and management accountability and helps build public trust in the Company. The Board has adopted policies and processes that foster effective Board oversight of critical matters such as strategy and risk management. The Board and its committees review our major governance documents, policies and processes regularly in the context of current corporate governance trends, regulatory changes and recognized best practices. Below is an overview of our corporate governance structure and processes, including key aspects of our Board operations.
Corporate Governance Guidelines |
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The Board has developed and adopted Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities and to best serve the interests of the Company and its stockholders. The Guidelines cover matters including selection and composition of the Board; criteria for director independence; director compensation and performance evaluations; the operation, structure and meetings of the Board and the committees of the Board; and other matters relating to our corporate governance. The Guidelines also describe the Company’s stock ownership guidelines and compensation recoupment (or “clawback”) policy, which is incremental to our policy (adopted by the Compensation Committee) complying with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and the New York Stock Exchange (“NYSE”). The Guidelines are available in the Investor Relations section of our corporate website, which can be accessed at www.burlingtoninvestors.com, under “Governance—Governance Overview.” The information contained on our website does not constitute a part of this Proxy Statement.
Majority Vote Standard for Election of Directors |
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The Amended Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote in the election of such director, such that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. The Guidelines require that, following any election of directors other than a contested election of directors, any incumbent director who was a nominee and who did not receive a majority of the votes cast by the shares present virtually or represented by proxy at the meeting and entitled to vote on the election of directors must promptly tender his or her offer of resignation to the Board for consideration by the Board.
The Guidelines further provide that a recommendation on whether or not to accept such a resignation offer will then be made by the Nominating and Corporate Governance Committee or, if each member of the Nominating and Corporate Governance Committee did not receive the required majority vote or the Nominating and Corporate Governance Committee is otherwise unable to act, a majority of the Board will appoint a special committee of independent directors for the purpose of making a recommendation to the Board (the committee with authority to act is referred to as “Nominating Committee”). If no independent directors received the required majority vote, the Guidelines require that the Board act on the resignation offers. Within 60 days following certification of the stockholder vote, the Nominating Committee will consider the resignation offer and recommend to the Board the action to be taken. Absent a compelling reason for the director to remain on the Board, as determined by the Board in its business judgment, the Board will accept the resignation offer. Any director who tenders his or her resignation will not participate in the Nominating Committee recommendation or Board action regarding whether to accept the resignation offer. The Board will determine whether to accept the resignation offer and publicly disclose the decision and the reasons for the decision, by a press release, a filing with the SEC or other broadly disseminated means of communication, within 90 days following certification of the stockholder vote.
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Proxy Access |
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Our Amended Bylaws permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials for an annual meeting of stockholders director nominees constituting up to the greater of two nominees or 20% of the number of directors in office. The stockholders’ proxy access rights are subject to the satisfaction of conditions and other requirements by the stockholders and the director nominees as specified in our Amended Bylaws.
Board Leadership Structure |
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John Mahoney has served as Chairman of the Board since February 2020 and as a member of the Board since December 2013. Under the Guidelines, a Chair of the Board shall be elected annually from among the directors by the Board, and the Board retains the right to exercise its discretion in combining or separating the offices of Board Chair and Chief Executive Officer. This determination is made depending on what is in the best interest of the Company in light of all circumstances. In the event that the Chair is not an independent director, the Guidelines provide that the Board will appoint an independent director to serve in a lead capacity (the “Lead Independent Director”), with clearly delineated duties set forth in the Guidelines. Mr. Mahoney served as the Lead Independent Director from March 2016 until his appointment as Chairman. As Mr. Mahoney is an independent director, the Board does not currently have a Lead Independent Director.
From his previous roles within senior management of Staples, Inc., as well as his former and current roles on public company boards that operate in a variety of industries and businesses, Mr. Mahoney brings to the Chairman role a career of leading large organizations. This expertise, combined with his extensive knowledge of Burlington and our strategic objectives and challenges, makes Mr. Mahoney well-positioned to continue in the Chairman role. Mr. Mahoney provides strong independent leadership to the Board, and the Board believes that having an independent Chair allows our Chief Executive Officer to focus on the operations of our business while the independent Chair focuses on leading the Board in its responsibilities.
Pursuant to our Amended Bylaws, the Board Chair will preside at all meetings of the Board at which he or she is present and will have such powers and perform such duties as the Board of Directors may from time to time prescribe. Current additional responsibilities of the Chair include:
The Board believes that its current leadership structure is appropriate and meets the Company’s current needs. The Board regularly assesses its leadership structure to determine the leadership structure that is the most appropriate for the Company at the time, including whether to combine the positions of Board Chair and Chief Executive Officer or keep them separate. In conducting such assessments, the Board may consider, among other things:
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Board Oversight of Risk |
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The Board provides oversight of overall risks, with emphasis on strategic risks, which occurs as an integral and continuous part of the Board’s oversight of our business. For example, our principal strategic risks are reviewed as part of the Board’s regular discussion and consideration of our strategy, including the development and monitoring of specific initiatives and their overall alignment with our strategy. Similarly, the Board reviews the principal factors influencing our operating results, including the competitive environment, and discusses with our management the major events, activities and challenges affecting the Company.
While the Board is ultimately responsible for risk oversight, the Board has delegated to the Audit Committee the primary responsibility for oversight of our risk assessment and management process. The enterprise risk management process that we use to identify and manage key risks is designed so that management has processes in place to appropriately manage risk and considers a number of strategic, operational and macroeconomic and industry risks, including legal, regulatory and compliance risks that could adversely impact the company or management’s achievement of business objectives.
Our internal audit department conducts an annual enterprise risk assessment to identify key risks across these categories, receiving feedback from members of senior management, the Board and Deloitte & Touche LLP, our independent registered certified public accounting firm, during the process. In conjunction with identifying enterprise risks, the internal audit department also undertakes an annual process to identify fraud risk. The Audit Committee reviews the results of these assessments and the related frameworks annually, and the Board and/or appropriate Board committees also discuss selected risks in more detail throughout the year. The head of the Company’s internal audit function regularly reports to the Audit Committee and, along with our Chief Executive Officer, Chief Financial Officer and representatives from Deloitte & Touche LLP, regularly meets in private sessions with the Audit Committee.
Our risk oversight process, including key risk focus areas for the Board and each of its committees, is summarized below. Additional detail regarding each committee’s oversight and responsibilities is included below under the caption entitled “Board Committees.”
Board of Directors |
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The Board has ultimate responsibility for oversight of risk management, continually overseeing strategic risks. Each committee assists the Board in fulfilling its oversight responsibilities by monitoring and addressing risks that are within the scope of the committee’s responsibilities, including those identified below. The Board believes that the work undertaken by the committee of the Board, together with the work of the Company’s management team, enables the Board of Directors to effectively oversee the Company’s management of risk. |
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Audit Financial risk exposures, financial reporting, internal, controls and internal, information systems, and risk related to legal and compliance matters, information security, and technology matters. |
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Compensation Risks related to executive compensation and the design of our compensation programs, plans, and arrangements. |
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Nominating and Risks related to Board composition and refreshment, and risks related to the Company’s overall corporate governance profile. |
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Management Our management team is responsible for day-to-day risk management. This includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, reputational, financial, operational, legal, compliance and reporting levels. |
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Cybersecurity and Artificial Intelligence
Cybersecurity represents an important component of the Company’s overall cross-functional approach to risk management. Our cybersecurity practices are integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks identified for oversight by the Board through our annual ERM assessment. While the Board is ultimately responsible for risk oversight, the Audit Committee oversees the overall review of our policies and procedures with respect to risk assessment and risk management, and has oversight of information technology and security matters, which includes cybersecurity strategies and risks, as well as data privacy and data protection (“Information Security”). The Audit Committee oversees the management of risks from cybersecurity threats, including the policies, processes, and practices that the Company’s management implements to address risks from cybersecurity threats.
Cybersecurity oversight is more fully discussed in Item 1C (“Cybersecurity”) of our fiscal 2025 10-K.
Management has established an AI governance framework designed to responsibly leverage artificial intelligence (“AI”) to enhance business operations while mitigating risk, and the Audit Committee oversees these efforts. During 2025 the full Board participated in an AI education session and received an update on current and potential future applications of AI within the Company’s business.
Environmental, Social and Governance
The Board provides oversight of the Company’s ESG matters. Because it encompasses such a broad area, ESG oversight is divided among the Board’s committees and the full Board. For example, the Audit Committee discusses risks related to ESG matters, as well as the steps management has taken to monitor and control such risks, and receives periodic reports from, and discusses related controls and procedures with, management regarding the Company’s ESG reporting and disclosures. In addition, the Nominating and Corporate Governance Committee reviews ESG trends, issues and concerns, including legislative and regulatory developments, that could significantly affect the public affairs of the Company and, in concert with the Board, reviews the Company’s strategies, practices and policies relating to, as well as engagement with stockholders and other stakeholders on, ESG matters.
See the section below entitled “Culture and Corporate Social Responsibility” for more information regarding our CSR efforts including focus areas covering ESG issues of greatest importance to our business and stakeholders.
Strategic Planning |
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Our Board has significant oversight of our corporate strategy and long-range operating plans. Acting as a full Board and through each independent Board committee, the Board is fully engaged in the Company’s strategic planning process. Setting the strategic course of the Company involves a high level of constructive engagement between management and the Board. Management develops and prioritizes strategic plans, which are then reviewed with the Board along with the Company’s challenges, industry dynamics and other factors.
Management provides the Board with updates throughout the year regarding the implementation and results of the Company’s strategic plans, as well as frequent updates regarding the Company’s financial performance. In addition, our CEO communicates regularly with the Board on important business opportunities and developments. As a result, the Board has substantial oversight of the development and implementation of the Company’s strategic plans, and the Board is able to effectively monitor the Company’s progress and provide meaningful feedback with respect to the strategic goals and objectives.
Independent Directors |
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Under the Guidelines, our Board will determine the independence of a director according to the definitions of “independent director” included in the pertinent listing standards of the NYSE and other relevant laws, rules and regulations. The Board evaluates any relationships of each director and nominee, as well as any member of his or her immediate family, with the Company and makes an affirmative determination whether or not such director or nominee is independent.
The Board has affirmatively determined that (i) each of our directors other than Mr. O’Sullivan, our CEO, is independent under the criteria established by the NYSE for director independence; (ii) Mses. Goodman and Sen and Messrs. Sullivan, Goodwin, and Skirvin meet the
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additional independence requirements of the NYSE and the SEC applicable to Audit Committee members; and (iii) Ms. Tocio and Messrs. Hitch and English meet the additional independence requirements of the NYSE and the SEC applicable to Compensation Committee members.
Director Independence
Meeting Attendance |
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During fiscal 2025, the Board held four meetings. Each director attended at least 92% of the meetings of the Board and of the committees of which such director was a member during this period.
We invite all incumbent directors, as well as all nominees for election as director, to attend the Annual Meeting, but we do not have a formal attendance requirement. All then-serving directors attended our 2025 Annual Meeting of Stockholders.
Executive Sessions |
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Our independent directors meet in separate executive sessions without management during regularly scheduled Board meetings to review matters concerning the relationship of the Board with management and such other matters as deemed appropriate. The independent Chairman or the Lead Independent Director, as applicable, presides over executive sessions of the independent directors.
Stockholder Engagement |
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The Board values an open dialogue with stockholders and believes that it is important to foster long-term relationships and understand stockholder perspectives. We have a robust outreach program and routinely engage with stockholders to help the Board and management gain insights and feedback. During the course of these engagements, we seek input on a variety of corporate governance, executive compensation and ESG topics that may impact our business or reputation. These engagements include the participation of leaders from our investor relations, legal and corporate social responsibility departments, as well as directors when requested and appropriate. Stockholder feedback is shared with our Board and its committees as appropriate.
Our stockholder outreach efforts undertaken in connection with the 2026 Annual Meeting included engaging a number of our stockholders, collectively representing approximately 69% of our outstanding shares as of December 31, 2025. The stockholders to whom we reached out either arranged for individual discussions with us, informed us that a meeting was not necessary, or did not indicate that a meeting was necessary.
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Given the Board’s commitment to understanding the perspectives of our stockholders and to considering direct stockholder feedback, we believe that this process keeps our Board informed of stockholders’ priorities and allows the Board to address stockholder feedback effectively.
In recent years, we have taken a number of actions based on stockholder feedback to strengthen our corporate governance, executive compensation and ESG programs and related disclosure. For example, the Board adopted proxy access and implemented a majority voting standard in uncontested director elections; the Compensation Committee revised the design of our long-term incentive plan such that a significant portion of the awards made to our NEOs are now granted in the form of performance stock units with vesting based on pre-established goals linked to our performance (and the Compensation Committee increased the PSU mix from 50% to 65% beginning with LTIP grants made on May 1, 2025); and we added a matrix to our Proxy Statement to describe each director’s skills. We also enhanced our chemical management program and set our first environmental targets for reducing Scope 1 and 2 greenhouse gas emissions, and we now publish our current EEO-1 report, which can be accessed at www.burlingtoninvestors.com, under “Corporate Social Responsibility.”
In addition, based on stockholder feedback and an extensive review of prevailing corporate governance trends and market practices, the Board adopted an amendment to our Charter in 2024 to declassify the Board, which amendment was overwhelmingly approved by our stockholders.
These examples evidence our continued commitment to remain responsive on a variety of stockholder concerns. We encourage our stockholders to share feedback at any time, and the Board has established a process to facilitate stockholders’ communications with the Board as described below.
Communications with the Board of Directors |
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Stockholders and other interested parties may communicate directly with the Board, the independent directors as a group or specified individual directors by writing to such individual or group care of our General Counsel and Corporate Secretary at the following address: Burlington Stores, Inc., 2006 Route 130 North, Burlington, New Jersey 08016. Our General Counsel and Corporate Secretary will forward all correspondence to the relevant group or individual.
In addition, the Audit Committee has adopted a policy to ensure that procedures are in place for the receipt, retention and treatment of complaints or concerns regarding accounting, financial reporting, internal accounting controls or auditing matters, and complaints regarding these matters may be submitted to our Legal Department by email (BSIsubmissions@burlington.com) or by writing care of our General Counsel and Corporate Secretary at the address set forth in the immediately preceding paragraph. Complaints may also be submitted confidentially and anonymously by contacting our ethics and compliance hotline, which is maintained by an independent third-party service provider.
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Stock Ownership Guidelines |
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We have a long-standing approach of compensating our executives, as well as our non-employee directors, in part with stock awards. We believe that retention of a meaningful amount of the Company’s stock encourages a long-term perspective and further aligns the interests of these individuals with those of our stockholders.
Accordingly, the Compensation Committee has adopted stock ownership guidelines providing that (i) the CEO should own shares of our common stock with a value equal to or exceeding six times his or her then-current base salary; (ii) the Company’s executive officers and the remaining members of the Company’s executive leadership team (excluding the CEO) should own shares of our common stock with a value equal to or exceeding three times his or her then-current base salary; and (iii) non-employee directors should own shares of our common stock with a value equal to or exceeding five times the annual base cash retainer paid to non-employee directors.
Stock ownership includes shares owned directly or held in trust by the individual and shares subject to unvested service-based restricted stock and restricted stock unit awards. Stock ownership under the guidelines does not include shares that an individual has the right to acquire through unvested performance-based restricted stock unit awards or shares subject to outstanding stock options (whether vested or unvested).
Until the required ownership level is reached, as determined by the Company, all individuals subject to the stock ownership guidelines will be required to retain 50% of the shares of common stock underlying each equity grant received from us after giving effect to any tax withholding obligations arising from the vesting or exercise of such grants.
As of the end of fiscal 2025, each NEO and non-employee director owned shares in excess of the applicable guideline or was in compliance with the retention requirement described above.
Director Orientation |
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Director education about the Company and our industry is an ongoing process, which begins when a director joins the Board. Upon joining the Board, new directors are provided with an orientation about the Company, including our business, strategy and governance. During the orientation process, new directors have a series of meetings with executives responsible for each of our business units to develop relationships and gain an understanding of the Company’s operations, strategies, challenges and opportunities. Based on input from our directors, we believe that the orientation process provides new directors with a strong foundation in our business and accelerates their ability to fully engage in Board deliberations.
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Board and Committee Evaluations |
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The Corporate Governance Guidelines provide that the Board and each of its committees should conduct an annual self-evaluation of its overall performance and effectiveness. Through this process, which is overseen by the Nominating and Corporate Governance Committee, directors review the Board, its committees and individual (peer) directors, addressing areas where the Board feels it functions effectively, and importantly, areas where the Board believes it can improve.
Selecting Nominees to the Board of Directors |
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Identification of Director Nominees
The Board is responsible for nominating candidates for election as directors by our stockholders and filling vacancies and new directorships on the Board, in each case based on the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies nominees by first considering the broader context of the Board’s overall composition and the Company’s current and future needs to establish which skills and experience are needed on the Board.
Current members of the Board with skills and experience that are relevant for our business and who are willing to continue in service are considered for re-nomination, and the Board recognizes that incumbent directors should not expect to be renominated automatically or continually. The Board applies equal rigor to its director renomination process, and each year the Nominating and Corporate Governance Committee evaluates each incumbent director’s candidacy in light of the considerations discussed in this Proxy Statement.
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The Nominating and Corporate Governance Committee will also periodically consider whether the Board should increase its size to add directors with relevant skills and experience or fresh perspectives that are needed on the Board. In the event that the Board determines to nominate a new director, the Nominating and Corporate Governance Committee will then identify the desired skills and experience of a new nominee. The Nominating and Corporate Governance Committee may, in its discretion, also engage a consultant or search firm to assist in identifying qualified individuals.
As set forth in the Guidelines, it is the policy of our Board that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. It is also the policy of the Board that the composition of the Board and its committees adheres to the standards of independence required by the NYSE and applicable law and reflects a range of talents, ages, skills, character, background, experience and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company.
In fiscal 2025, the Nominating and Corporate Governance Committee undertook a broad and extensive search for one or more new directors. After considering candidates referred by various sources, including our directors, the Board appointed Michael Skirvin as a director, adding valuable executive experience to our Board.
Director Candidates Recommended by Stockholders. The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors.
Proxy Access. Our Amended Bylaws enable eligible stockholders to have their own qualifying director nominee(s) included in the Company’s proxy materials, along with candidates nominated by our Board of Directors, as described in further detail above under the caption entitled “Proxy Access.”
Composition and Board Tenure
The Nominating and Corporate Governance Committee strives to identify director candidates from a pool of high-caliber individuals whose range of talents, perspectives, experiences and backgrounds would preserve and enhance the Board's overall composition. The Board also aims to maintain an appropriate balance of tenure across our directors.
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Board Service Policies |
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Service on other boards
While the Board recognizes that its members benefit from service on other public company boards, the Board also believes that our directors must be able to dedicate the time necessary for the diligent performance of their duties, including preparing for and attending Board and committee meetings. In this respect, the number of other public company boards our directors may join are generally limited to ensure that a director is not “over-boarded.” The Guidelines provide that directors who are executive officers should not serve on the board of more than one other public company (in addition to the Company), and no director should serve on more than three other boards of public companies in addition to our Board. In addition, no director may serve as a member of our Audit Committee if he or she serves on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on our Audit Committee, and this determination is disclosed in our annual proxy statement. Any director seeking to join the board of directors of another public company or other for-profit enterprise must first notify the Nominating and Corporate Governance Committee.
Directors who change their present job responsibility
It is the sense of the Board that directors who retire or otherwise change from the principal occupation they held when they were originally invited to join our Board should promptly notify the Chair of the Nominating and Corporate Governance Committee and should be encouraged to (but are not required to) volunteer to resign from the Board. The Board does not believe that such directors should necessarily leave the Board. The Guidelines provide that the Nominating and Corporate Governance Committee should review with the Board the continued appropriateness of that director’s membership under the circumstances, if the director offers his or her resignation, or the appropriateness of that director being nominated for re-election to the Board following his or her current term.
Board Refreshment |
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The Board and the Nominating and Corporate Governance Committee frequently assess the composition of the Board and seek to strike a balance between the knowledge and understanding of our business that comes from longer-term service on the Board with the fresh ideas and perspective that can come from adding new members. The Board has determined that neither director term limits nor a mandatory retirement age is required to strike this balance.
While term limits or a mandatory retirement age could help ensure that there are new viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into us and our operations, and therefore provide an increasing contribution to the Board as a whole. The Board believes it can continue to maintain a composition closely aligned with our business needs, including fresh perspectives, a range of viewpoints and relevant qualifications, through the annual evaluation process and the process for nominating director candidates.
This approach to refreshment has yielded regular additions of accomplished directors with relevant skills. Recent additions to the Board include Michael Skirvin in November 2025, Shira Goodman in January 2025, and Michael Goodwin in December 2020.
The Board and the Nominating and Corporate Governance Committee also regularly assess the composition of the Board's committees. In fiscal 2025, certain committee rotations took place in order to refresh the committees' memberships, as further described in the section entitled "Board Committees."
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Code of Conduct and Code of Ethics |
We have adopted a written code of conduct (the “Code of Conduct”) which applies to all of our directors, officers and other associates, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct establishes policies and practices that address many topics, including the health, wellness and safety of our associates; unacceptable workplace conduct and harassment and discrimination; business ethics; product safety; and compliance with anti-bribery laws, among others. As set forth in the Code of Conduct, we will not tolerate any retaliation against one of our associates who, in good faith, asks questions, makes reports of possible violations of the Code of Conduct or Company policies or assists in an investigation of suspected wrongdoing. To the greatest extent possible, all reports are responded to in a way that protects the privacy of everyone involved.
In addition to the Code of Conduct, we have also adopted a written Code of Ethics for the Chief Executive Officer and Senior Financial Officers (the “Code of Ethics”).
Copies of each code are available in the Investor Relations section of our corporate website, which can be accessed at www.burlingtoninvestors.com, under “Governance—Governance Overview.”
We will provide any person, without charge, upon request, a copy of our Code of Conduct or Code of Ethics. Such requests should be made in writing to the attention of our General Counsel and Corporate Secretary at the following address: Burlington Stores, Inc., 2006 Route 130 North, Burlington, New Jersey 08016. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer by posting such information in the Investor Relations section of our corporate website, which can be accessed at www.burlingtoninvestors.com, under “Governance—Governance Overview.”
Culture
At Burlington, we have a shared commitment to behaving and conducting our business ethically and with integrity. We live by our Core Values:
Adherence to our Core Values is part of the annual performance evaluation for all associates.
With our Core Values vital to our efforts, we strive to cultivate an environment where every associate feels valued, respected, and included. Associates are given an opportunity to share their perspectives by participating in our associate engagement survey. This is an important activity in our organization as it provides valuable feedback and helps us understand where we are succeeding and where we have opportunities to improve.
Our Board also, directly and through its committees, receives periodic updates on specific topics such as our strategies for attracting and retaining talent throughout the organization.
Each director also receives our annual Code of Conduct training, and from time to time the Board participates in store and distribution center tours and site visits to our buying offices to gain a real time view of our operations, product offerings, customer service and culture.
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Board Committees
We have three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Board is responsible for the appointment of committee members and committee chairs, taking into account the preferences of individual members and the recommendations of the Nominating and Corporate Governance Committee and of the Chairman. Pursuant to the Guidelines, the Board considers the rotation of committee membership and chairs at appropriate intervals, although the Board does not believe that rotation should be mandated as a policy.
Each standing committee has a written charter approved by the Board. A copy of each charter is available in the Investor Relations section of our corporate website, which can be accessed at www.burlingtoninvestors.com, under “Governance—Governance Overview.” The members of each standing committee, as of the date of this Proxy Statement, are identified in the following table:
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Director |
Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee |
Ted English |
|
● |
|
Shira Goodman |
● |
|
|
Michael Goodwin |
● |
|
● |
Jordan Hitch |
|
Chair |
|
William McNamara |
|
|
● |
Jessica Rodriguez |
|
|
● |
Laura J. Sen |
● |
|
|
Michael Skirvin |
● |
|
|
Paul J. Sullivan |
Chair |
|
|
Mary Ann Tocio (1) |
|
● |
Chair |
Audit Committee |
|
|
The purpose of the Audit Committee, as set forth in the Audit Committee charter, is primarily to assist the Board in fulfilling its oversight responsibility relating to: • the integrity of the Company’s financial statements and its financial reporting process; • the systems of internal accounting and financial controls; • the performance of the Company’s internal audit function and independent auditor; • the independent auditor’s qualifications and independence; and • the Company’s compliance with legal and regulatory requirements. As further described above, the Audit Committee also oversees the overall review of our policies and procedures with respect to risk assessment and risk management, and has oversight of our Information Security and artificial intelligence governance. The Audit Committee additionally provides oversight of the Company’s ethics and compliance program. Effective as of May 20, 2025, Ted English no longer serves on the Audit Committee. Michael Skirvin joined the Audit Committee effective November 18, 2025. Each of Ms. Goodman, Mr. Sullivan, Ms. Sen and Mr. Skirvin has been determined by our Board of Directors to be an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K promulgated under the Exchange Act, and each member of the Audit Committee meets the requirements for financial literacy under applicable rules and regulations. |
|
Number of meetings held in fiscal 2025: 8 Members: Paul J. Sullivan (Chair) Shira Goodman Michael Goodwin Laura J. Sen Michael Skirvin |
|
Burlington Stores, Inc. 2026 Proxy Statement | 33 |
Table of Contents
BOARD COMMITTEES
Compensation Committee |
|
|
As set forth in its charter, the Compensation Committee’s primary purpose and responsibilities are to: • review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance according to these goals and objectives and determine and approve the CEO’s compensation based on this evaluation; • approve total compensation for executive vice presidents and officers above that level, including oversight of all related executive benefit plans; • recommend to the Board for approval total compensation for the members of the Board; • recommend to the Board for approval the Company’s incentive compensation plans and equity-based plans that are subject to Board approval; • review and approve the creation or revision of any clawback policy for recoupment of compensation paid to executive officers; and • produce a compensation committee report on executive compensation, as required by the SEC to be included in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the SEC. For additional description of the Compensation Committee’s processes and procedures for consideration and determination of executive officer compensation, see the section below entitled “Compensation Discussion and Analysis.” |
|
Number of meetings held in fiscal 2025: 4 Members: Jordan Hitch (Chair) Ted English Mary Ann Tocio |
Nominating and Corporate Governance Committee |
|
|
As set forth in its charter, the Nominating and Corporate Governance Committee’s primary purpose and responsibilities are to: • develop and recommend qualification standards and other criteria for selecting new directors, identify individuals qualified to become Board members consistent with qualification standards and other criteria approved by the Board and recommend to the Board such individuals as nominees to the Board for its approval; • oversee evaluations of the Board and the Board committees; and • oversee matters of corporate governance.
Effective as of August 18, 2025, Jordan Hitch no longer serves on the Nominating and Corporate Governance Committee and Michael Goodwin joined the Nominating and Corporate Governance Committee as of the same date. |
|
Number of meetings held in fiscal 2025: 4 Members: Mary Ann Tocio (Chair) Michael Goodwin William McNamara Jessica Rodriguez |
34 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Director Compensation
Compensation Philosophy
The Compensation Committee reviews director compensation at least annually and recommends any changes to the Board for approval. The Compensation Committee assesses director compensation to align with Board and committee requirements and for market competitiveness against the Company’s compensation peer group as described on page 51. In making these assessments, the Compensation Committee reviews analyses prepared by Meridian Compensation Partners LLC (“Meridian”), the Compensation Committee’s independent consultant.
Burlington’s philosophy on compensating its independent, non-management directors is to use a mix of cash and equity that will align the interests of our directors with the long-term interests of our stockholders and compensate our directors fairly and competitively for the obligations and responsibilities of serving on the Board. To implement this philosophy, we target a split between cash and equity, within a reasonable range of the median, utilizing the same peer group used to evaluate executive compensation decisions.
Directors who are Company associates do not receive directors’ fees or equity grants based on their Board service. Accordingly, Mr. O’Sullivan does not receive any additional compensation for his service on the Board. Compensation provided to Mr. O’Sullivan in his capacity as an executive officer is disclosed in the Fiscal 2025 Summary Compensation Table. Our independent, non-management directors receive compensation for their service as described below. All directors are entitled to receive reimbursement for out-of-pocket expenses incurred in connection with their service on the Board. No perquisites are provided to our independent, non-management directors.
Annual Cash Retainers
The cash retainer component of our director compensation program for fiscal 2025 consisted of the following, which did not change as compared to the fiscal 2024 director compensation program:
Regular Retainer |
|
|
|
|
Annual Base Retainer |
|
$ |
95,000 |
|
Committee Retainers |
|
|
|
|
Chair of the Audit Committee |
|
$ |
35,000 |
|
Non-Chair Members of the Audit Committee |
|
$ |
18,000 |
|
Chair of the Compensation Committee |
|
$ |
30,000 |
|
Non-Chair Members of the Compensation Committee |
|
$ |
12,000 |
|
Chair of the Nominating and Corporate Governance Committee |
|
$ |
22,500 |
|
Non-Chair Members of Nominating and Corporate Governance Committee |
|
$ |
10,000 |
|
Independent Chair of the Board |
|
|
|
|
Additional Retainer |
|
$ |
200,000 |
|
Cash retainers are payable in equal quarterly installments and pro-rated for partial quarters. Our directors do not receive any meeting fees.
Stock Awards
The Board believes that director stock ownership is a mark of strong corporate governance and provides greater alignment of interests between directors and stockholders. Accordingly, the compensation plan adopted by the Board for independent, non-management directors provides a majority of each such director’s annual compensation to be based on Burlington stock. For fiscal 2025, each then-serving independent, non-management director received a grant of restricted stock units (“RSUs”) with a market value at the time of grant of $170,000, made following the Company’s 2025 Annual Meeting of Stockholders. The market value for the fiscal 2025 RSU grants did not change as compared to the fiscal 2024 RSU grants to our independent, non-management directors. Mr. Skirvin received a pro-rated grant of RSUs in connection with his appointment to the Board in November 2025.
|
Burlington Stores, Inc. 2026 Proxy Statement | 35 |
Table of Contents
Director Compensation
The fiscal 2025 RSUs are scheduled to vest on May 21, 2026, subject to the director’s continued service on the Board through such date.
If a director’s service on the Board terminates prior to the full vesting of an RSU award by reason of the director’s death or retirement, such director will become fully vested upon death or will vest on a pro-rata basis as of the date of retirement. If the vesting date of an award is after the date of the Annual Meeting of Stockholders and a director
elects to not stand for re-election at such Annual Meeting
of Stockholders, then such award will become fully vested. Vesting of RSUs does not accelerate by reason of a change in control; provided, however, that 100% of such RSUs will vest if the recipient ceases to serve as a director following such change in control and prior to the vesting date. Directors are not entitled to any privileges of ownership with respect to the shares subject to RSU awards (including, without limitation, voting rights or the right to receive dividends) unless and until, and only to the extent, such shares become vested.
The following chart illustrates the annual director compensation program, excluding committee and Board Chair fees:
Fiscal 2025 Director Compensation
The table below summarizes the compensation paid to our independent, non-management directors for fiscal 2025.
Name |
|
Fees |
Stock |
Option |
Non-Equity |
Change in |
All Other |
Total |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ted English |
|
|
112,341 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
282,309 |
|
Shira Goodman |
|
|
113,000 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
282,968 |
|
Michael Goodwin |
|
|
117,588 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
287,556 |
|
Jordan Hitch |
|
|
130,412 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
300,380 |
|
John J. Mahoney |
|
|
295,000 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
464,968 |
|
William McNamara |
|
|
105,000 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
274,968 |
|
Jessica Rodriguez |
|
|
105,000 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
274,968 |
|
Laura J. Sen |
|
|
113,000 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
282,968 |
|
Michael Skirvin |
|
|
23,283 |
|
|
|
85,501 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
108,784 |
|
Paul J. Sullivan |
|
|
130,000 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
299,968 |
|
Mary Ann Tocio |
|
|
129,500 |
|
|
|
169,968 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
299,468 |
|
36 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Proposal No. 2 — Ratification of Independent Registered Certified Public Accounting Firm
General |
|
As described in its charter, the Audit Committee is directly responsible for the appointment, retention and termination, evaluation, compensation, review and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm must report directly to the Audit Committee.
As part of its auditor engagement process, the Audit Committee periodically considers whether to rotate its registered public accounting firm. Deloitte & Touche LLP (“Deloitte”) has been the independent registered certified public accounting firm of the Company since 1983. For fiscal 2026, the Audit Committee has again selected Deloitte as the Company’s independent registered certified public accounting firm to audit our financial statements. Deloitte rotates its lead audit engagement partner every five years; the Audit Committee interviews proposed candidates and selects the lead audit engagement partner.
In engaging Deloitte for fiscal 2026, the Audit Committee conducted an evaluation and selection process that included consideration of the following:
After thoroughly considering the criteria set forth above, the Audit Committee and the Board believe that the continued retention of Deloitte as the Company’s independent registered certified public accounting firm is in the best interests of the Company and its stockholders. Although not required, the Board believes that it is a sound corporate governance practice to seek stockholder ratification of Deloitte’s appointment. In the event the stockholders do not ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered certified public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and our stockholders’ best interests.
Representatives of Deloitte are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. Those representatives will also be available to respond to appropriate questions.
|
Burlington Stores, Inc. 2026 Proxy Statement | 37 |
Table of Contents
PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
Principal Accountant Fees and Services |
|
The following table sets forth the aggregate fees for services rendered by Deloitte, our independent registered certified public accounting firm, during fiscal 2025 and fiscal 2024:
|
|
2025 |
2024 |
||||||||
|
|
|
|
|
|
|
|
|
|
||
Audit Fees (1) |
|
$ |
|
1,733,625 |
|
|
$ |
|
1,697,720 |
|
|
Audit-Related Fees (2) |
|
$ |
|
25,000 |
|
|
$ |
|
— |
|
|
Tax Fees (3) |
|
$ |
|
73,544 |
|
|
$ |
|
36,729 |
|
|
All Other Fees (4) |
|
$ |
|
— |
|
|
$ |
|
145,122 |
|
|
Total |
|
$ |
|
1,832,169 |
|
|
$ |
|
1,879,571 |
|
|
with the filing of our Registration Statement on Form S-8 in May 2025.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services |
|
In accordance with its charter, the Audit Committee must pre-approve all audit and permissible non-audit services. The Audit Committee has delegated authority to its Chair, Mr. Sullivan, to pre-approve Deloitte’s services without consultation with the full Audit Committee, provided Mr. Sullivan presents pre-approval decisions to the full Committee at its next scheduled meeting. The Audit Committee reviews on at least a quarterly basis the services provided to date by Deloitte and the fees incurred for those services. In its review of any non-audit service fees, the Audit Committee will consider, among other things, the possible effect of the performance of such services on the independence of Deloitte. All services provided by Deloitte during fiscal 2025 and fiscal 2024 were pre-approved by the Audit Committee or by Mr. Sullivan pursuant to the delegation described above.
Recommendation of the Board of Directors and the Audit Committee The Board of Directors and the Audit Committee unanimously recommend that the stockholders vote FOR the ratification of the appointment of Deloitte to serve as our independent registered certified public accounting firm for the fiscal year ending January 30, 2027. |
38 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Audit Committee Report
The Audit Committee has reviewed and discussed with Burlington’s management and Deloitte & Touche LLP (“Deloitte”) the audited Consolidated Financial Statements of Burlington contained in Burlington’s Annual Report on Form 10-K for the 2025 fiscal year. The Audit Committee has also discussed with Deloitte the matters required to be discussed pursuant to applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the Audit Committee concerning independence and has discussed with Deloitte its independence from Burlington.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited Consolidated Financial Statements be included in Burlington Stores, Inc.’s Annual Report on Form 10-K for fiscal 2025 for filing with the SEC.
Submitted by the Audit Committee
Paul J. Sullivan, Chair
Shira Goodman
Michael Goodwin
Laura J. Sen
Michael Skirvin
The preceding Audit Committee Report does not constitute soliciting material and shall not be deemed to be filed, incorporated by reference into or part of any filing made by us (including any future filings) under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this report by reference, except to the extent we incorporate such report by specific reference. |
|
Burlington Stores, Inc. 2026 Proxy Statement | 39 |
Table of Contents
Proposal No. 3 — Advisory Vote on Executive Compensation
General |
|
We are providing our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with Section 14A of the Exchange Act and the related rules of the SEC. This vote is commonly referred to as a “say-on-pay” vote.
Under the Exchange Act, stockholders must have the opportunity to cast an advisory vote on whether the “say-on-pay” vote should be held every year, every other year, or every three years (or to abstain). We last held an advisory vote at our 2020 Annual Meeting of Stockholders to determine the frequency of holding future say-on-pay votes. In accordance with the advisory vote of our stockholders at that meeting, the Board determined that we will hold a say-on-pay vote every year until the next required frequency vote is held at this Annual Meeting (see Proposal 4).
The Compensation Discussion and Analysis beginning on page 45 and the compensation tables and narrative discussion beginning on page 61 of this Proxy Statement describe our executive compensation program and the compensation of our NEOs for fiscal 2025. The Board is asking our stockholders to cast a non-binding, advisory vote indicating their approval of that compensation by voting FOR the following resolution:
“RESOLVED, that the stockholders of Burlington Stores, Inc. APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
As described in detail in the Compensation Discussion and Analysis, our objective is to have a compensation program that will allow us to attract and retain executive officers of a caliber and level of experience necessary to effectively manage our business and to motivate those executive officers to drive stockholder value, consistent with our Core Values.
The Compensation Committee regularly reviews our executive compensation program to evaluate whether compensation is closely tied to aspects of our performance that our executive officers can impact and that are likely to have an impact on stockholder value. We believe that our performance demonstrates the effectiveness of our compensation program.
The vote on this say-on-pay proposal is advisory, which means that the vote will not be binding on us. Nevertheless, our Compensation Committee values the opinions expressed by our stockholders and will review and consider the results of the vote on this proposal in connection with its regular evaluations of our executive compensation program. As noted on page 49 in the Compensation Discussion and Analysis, the Compensation Committee considered our 2025 vote results, in which approximately 89% of votes cast were in favor of the compensation of the Company’s NEOs, and we engaged a number of our stockholders to seek feedback regarding our executive compensation and corporate governance programs.
The advisory vote serves as an additional tool to guide the Compensation Committee and the Board in designing an executive compensation program (i) to further align our executive officers’ interests with the interests of the Company and our stockholders, and (ii) that is consistent with our commitment to strong corporate governance.
Recommendation of the Board of Directors The Board of Directors unanimously recommends that the stockholders vote FOR the advisory approval of the compensation of our named executive officers. |
40 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Proposal No. 4 — Advisory Vote on Frequency of Future Say-On-Pay Votes
General |
|
In addition to providing stockholders with the opportunity to cast an advisory vote on the compensation of our NEOs as disclosed in this Proxy Statement, this year, in accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are also offering stockholders the opportunity to cast an advisory vote on the frequency of that say-on-pay vote. Stockholders are being asked to indicate whether the advisory say-on-pay vote should be held every one, two or three years.
We are required to hold this advisory vote not less frequently than once every six years. We previously held the advisory vote six years ago, at our 2020 Annual Meeting of Stockholders; therefore, we are again submitting to our stockholders a proposal regarding the frequency of the say-on-pay vote. In accordance with the advisory vote of our stockholders in 2020, the Board determined that we would hold a say-on-pay vote on an annual basis.
The Board recommends continuing to hold an annual advisory say-on-pay vote. The holding of annual say-on-pay votes has become widely accepted, and our Board believes that an annual vote provides us with timely feedback from our stockholders on executive compensation matters. An annual advisory vote is also consistent with our Compensation Committee’s practice of conducting an in-depth review of executive compensation philosophy and practices each year, as well as our practice of engaging with our stockholders and obtaining their input on significant corporate governance matters.
The proxy card provides four choices for voting on this proposal. As noted above, stockholders can choose whether the say-on-pay vote should be held every year, every two years or every three years. Stockholders may also abstain from voting. The frequency that receives the greatest number of votes will be considered the frequency that stockholders approve.
Although the vote on this proposal is advisory, the Board values the opinions of our stockholders and will take into account the outcome of the vote in considering the frequency of future say-on-pay votes.
Recommendation of the Board of Directors The Board of Directors unanimously recommends that the stockholders vote to hold future say-on-pay votes every ONE YEAR.
|
|
Burlington Stores, Inc. 2026 Proxy Statement | 41 |
Table of Contents
Ownership of Securities
The following table describes the beneficial ownership of the Company’s common stock as of March 25, 2026, unless otherwise noted, by each person known to us to beneficially own more than 5% of the Company’s common stock, each director, each named executive officer in the “Summary Compensation Table” and all current directors and executive officers as a group. The beneficial ownership percentages reflected in the table below are based on 62,830,271 shares of our common stock outstanding as of March 25, 2026.
|
|
|
|
|
|
|
|
|
||
NAME OF BENEFICIAL OWNER(1) |
|
AMOUNT AND |
|
PERCENT OF |
||||||
|
|
|
|
|
|
|
|
|
||
Capital International Investors (2) |
|
|
8,727,750 |
|
|
|
|
13.9 |
% |
|
JPMorgan Chase & Co. (3) |
|
|
6,809,671 |
|
|
|
|
10.8 |
% |
|
BlackRock, Inc. (4) |
|
|
6,479,470 |
|
|
|
|
10.3 |
% |
|
The Vanguard Group (5) |
|
|
6,410,671 |
|
|
|
|
10.2 |
% |
|
Michael O’Sullivan (6) |
|
|
466,285 |
|
|
|
* |
|
|
|
Kristin Wolfe (7) |
|
|
65,993 |
|
|
|
* |
|
|
|
Jennifer Vecchio (8) |
|
|
142,959 |
|
|
|
* |
|
|
|
Travis Marquette (9) |
|
|
76,664 |
|
|
|
* |
|
|
|
Matthew Pasch (10) |
|
|
14,042 |
|
|
|
* |
|
|
|
Ted English (11) |
|
|
9,073 |
|
|
|
* |
|
|
|
Shira Goodman (11) |
|
|
889 |
|
|
|
* |
|
|
|
Michael Goodwin (11) |
|
|
3,896 |
|
|
|
* |
|
|
|
Jordan Hitch (11) |
|
|
11,511 |
|
|
|
* |
|
|
|
John J. Mahoney (11) |
|
|
16,015 |
|
|
|
* |
|
|
|
William McNamara (12) |
|
|
11,587 |
|
|
|
* |
|
|
|
Jessica Rodriguez (11) |
|
|
6,192 |
|
|
|
* |
|
|
|
Laura J. Sen (11) |
|
|
6,484 |
|
|
|
* |
|
|
|
Michael Skirvin (13) |
|
|
310 |
|
|
|
* |
|
|
|
Paul J. Sullivan (11) |
|
|
8,051 |
|
|
|
* |
|
|
|
Mary Ann Tocio (11) |
|
|
12,085 |
|
|
|
* |
|
|
|
Executive Officers and Directors as a Group (16 persons) (14) |
|
|
852,036 |
|
|
|
|
1.3 |
% |
|
* Less than 1%
42 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
OWNERSHIP OF SECURITIES
|
Burlington Stores, Inc. 2026 Proxy Statement | 43 |
Table of Contents
OWNERSHIP OF SECURITIES
Securities Authorized for Issuance Under Equity Compensation Plans |
|
The 2022 Incentive Plan was adopted by our stockholders on May 18, 2022, and stockholders approved certain amendments to the 2022 Incentive Plan at the 2025 Annual Meeting including, among other things, increasing the number of shares subject to the plan. Securities have been issued under the 2006 Management Incentive Plan (the “2006 Incentive Plan”) (through the termination of such plan in April 2016), the 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”) (through the adoption of the 2022 Incentive Plan), and the 2022 Incentive Plan. The following table presents aggregated information regarding each of the plans at January 31, 2026:
|
|
|
|
|
|
|
|||
PLAN CATEGORY |
|
(A) |
|
(B) |
|
(C) |
|||
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plans Approved by Security Holders |
|
2,351,762 |
(1) |
|
$199.72 |
(2) |
|
6,080,426 |
(3) |
Equity Compensation Plans Not Approved by Security Holders |
|
N/A |
|
|
N/A |
|
|
N/A |
|
Total |
|
2,351,762 |
(1) |
|
$199.72 |
(2) |
|
6,080,426 |
(3) |
For additional information concerning our equity compensation plans, see Note 9 (entitled “Stock-Based Compensation”) to our Consolidated Financial Statements included in our fiscal 2025 10-K.
44 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Executive Compensation
Compensation Discussion and Analysis |
|
Executive Summary
At Burlington, we live by our Core Values:
By conducting our business in accordance with our Core Values, we strive to ensure that Burlington provides value for our stockholders and rewarding careers for our associates. We seek to attract and develop the most talented people in retail.
We believe that our executive compensation program reflects our Core Values and promotes the achievement of specific annual and long-term goals by our executive management team, further aligning our executives’ interests with those of our stockholders.
This Compensation Discussion and Analysis provides an overview of our executive compensation program together with a description of the material factors underlying the decisions that resulted in the compensation provided to our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers serving as of fiscal 2025 year-end. These individuals are referred to collectively as our NEOs.
The following table identifies our NEOs as well as the positions held by such individuals during fiscal 2025.
Named Executive Officers |
|
Michael O’Sullivan |
Chief Executive Officer |
Kristin Wolfe |
Executive Vice President and Chief Financial Officer |
Jennifer Vecchio |
Group President and Chief Merchandising Officer |
Travis Marquette |
President and Chief Operating Officer |
Matthew Pasch |
Executive Vice President and Chief Human Resources Officer |
Fiscal 2025 Performance - Delivering Strong Financial Results for our Stockholders
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.
Financial Highlights1 |
|||
Net Sales $11.5B 9% increase vs FY 24 |
Adjusted EBIT $923M 80 bps expansion vs FY 24 |
Adjusted EPS $10.17 22% increase vs FY 24 |
Store Count 1,212 9% increase vs FY24 |
|
|
|
|
|
|
|
|
Net Sales |
Adjusted EBIT |
Adjusted EPS |
Store Count |
|
|
|
|
|
|
|
|
|
|
|
|
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).
|
Burlington Stores, Inc. 2026 Proxy Statement | 45 |
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EXECUTIVE COMPENSATION
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.
Compensation Philosophy and Guiding Principles
Our objective is to have an executive compensation program that will allow us to attract and retain executive officers of a caliber and level of experience necessary to effectively manage our business and to motivate those executive officers to drive stockholder value, consistent with our Core Values as described on page 31. To support this, we designed our executive compensation program to align with our business strategy and to incentivize and reward our executives for performance of both the Company's near-term goals as well as long-term growth goals. The Compensation Committee establishes challenging performance goals under our annual and long-term incentive plans to ensure that executive compensation reflects both Company financial performance and stockholder value, reinforcing a strong pay-for-performance culture.
To achieve that objective, the Committee utilizes the following guiding principles:
The Committee reviews our executive compensation program on an ongoing basis, including our compensation philosophy and guiding principles.
Fiscal 2025 Target Compensation Mix
"At-Risk" Compensation Metrics
A significant portion of the target annual compensation for our NEOs is performance-based and/or subject to forfeiture (“at-risk”). For fiscal 2025, target performance-based compensation was comprised of annual cash incentives and PSUs. As discussed under the section below titled "Fiscal 2025 Plan Enhancements," stock options were removed from the compensation mix for fiscal 2025. The annual cash incentives and PSUs reward performance measured against pre-established performance objectives linked to the Company’s internal operating plan.
At-risk compensation was delivered through the performance-based compensation discussed above and RSU awards. The Committee considers RSUs to be at-risk due to the vesting period and given that the realizable value of the awards is subject to our future stock price performance. The Committee promotes a pay-for-performance philosophy and alignment between the interests of our NEOs with those of our stockholders by linking pay to our operating and/or stock price performance.
46 | Burlington Stores, Inc. 2026 Proxy Statement |
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EXECUTIVE COMPENSATION
The first chart below illustrates Mr. O’Sullivan’s target annual compensation mix as of May 1, 2025, the date of the 2025 LTIP grant. As reflected in the chart, 90.1% of the total target annual compensation for Mr. O’Sullivan was “at-risk.” The second chart below illustrates the average fiscal 2025 target annual compensation mix as of May 1, 2025 for our NEOs other than Mr. O’Sullivan. As reflected in the chart, 82.7% of the average total target annual compensation for our NEOs other than Mr. O’Sullivan was “at-risk.”
|
|
|
Fiscal 2025 Incentive Plan Performance
The following results under our performance-based incentive plans are described in more detail below:
Annual Incentive Plan |
Long-Term Incentive Plan (LTIP) |
|
|
The Committee determined that Adjusted EBIT (as defined below) should be the sole performance metric for purposes of the fiscal 2025 Annual Incentive Plan. Adjusted Our performance during fiscal 2025 led to Adjusted EBIT of $923 million as compared with a target of $850 million. Based on achieved performance, the Committee determined that each NEO earned 157% of their respective target annual incentive. |
The Committee determined that Adjusted EPS growth (as defined below) should be the performance metric for purposes of PSUs granted in fiscal 2023. Adjusted EPS growth measures the growth rate of our per share earnings over the performance period, and the Committee believes this metric is closely aligned with driving stockholder value and incentivizes sales growth, margin expansion and the efficient use of cash. The fiscal 2023 PSUs were earned based on the Adjusted EPS growth target that was set at the beginning of the three-year performance period (fiscal 2023 to 2025). Over the three years, we achieved an average Adjusted EPS growth of 33%, reflecting growth of 44% in fiscal 2023, 35% in fiscal 2024, and 20% in fiscal 2025. As a result, NEOs earned a payout of 200% of their fiscal 2023 awards, reflecting performance that exceeded the target level of 13.3% per year and delivered consistent, sustained results across the three-year performance period. |
Fiscal 2025 Plan Enhancements
As further described below, the Committee evaluated the mix of awards to be granted under our 2025 LTIP. After reviewing input and analysis from Meridian, the Committee determined that it was appropriate to eliminate stock options from the Company’s LTIP mix. As a result, the mix beginning with the annual grants made on May 1, 2025 was at 65% PSUs and 35% RSUs. The Committee made this determination based on peer and market practices, as well as a desire to increase the proportion of PSUs in the LTIP mix, thereby increasing the emphasis on the performance-based element of LTI.
2025 LTIP Mix |
|
|
Burlington Stores, Inc. 2026 Proxy Statement | 47 |
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EXECUTIVE COMPENSATION
Key Features of Our Executive Compensation Program
The Company’s executive compensation program includes key features that we believe further align the interests of our NEOs with those of our stockholders.
What We Do |
||
|
|
|
Align Pay with Company Financial Performance |
✓ |
The compensation program for our NEOs is designed to align pay with actual Company results, and the Committee regularly reviews such alignment. Annual incentive awards, as well as PSU awards, are based on the achievement of pre-established goals linked to our performance. |
|
|
|
Balance Short-Term and Long-Term Incentives |
✓ |
Our compensation program is designed to provide an appropriate balance of short-term and long-term incentives. |
|
|
|
Award Limits |
✓ |
Annual Incentive Plan payouts for our NEOs, as well as PSU awards made to our NEOs, are subject to maximum payout limits. |
|
|
|
Robust Stock Ownership Guidelines |
✓ |
We have stock ownership guidelines which provide that (i) our CEO should own shares of our common stock valued at a 6x multiple of annual base salary; and (ii) each NEO (other than our CEO) should own shares of our common stock valued at a 3x multiple of annual base salary. |
|
|
|
Regularly Review Share Utilization |
✓ |
Management and the Committee periodically evaluate overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares) to assess alignment with our compensation program and market practices. |
|
|
|
Compensation Recoupment Policy |
✓ |
Our compensation recoupment policy provides that the Committee may require relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) and/or repayment of previously paid incentive cash compensation in the event of a financial restatement or significant financial harm to the Company arising out of willful actions or gross negligence by any officer of the Company. In addition, the Committee has approved a clawback policy as required by Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. |
|
|
|
Say-on-Pay Frequency |
✓ |
Our Board elected to have our executive compensation program considered by stockholders annually through our Say-on-Pay vote. |
|
|
|
Annual Compensation Risk Assessment |
✓ |
The Committee conducts a risk assessment of our compensation program, with the support the independent consultant, on an annual basis. Based on that assessment, the Committee concluded that our compensation policies and practices do not encourage behaviors that could create material risk for the Company. |
|
|
|
Independent Compensation Consultant |
✓ |
The Committee directly engages an independent compensation consultant that does not provide services to management. |
What We Don’t Do |
||
|
|
|
No Excise Tax Gross-Ups |
× |
In the event of a change in control, none of our NEOs are entitled to a tax gross-up of any excise taxes imposed. |
|
|
|
|
|
|
No Hedging or Pledging of Company Stock |
× |
Our directors and executive officers are prohibited from engaging in pledging or hedging activities involving Company securities. |
|
|
|
No Automatic “Single-Trigger” Vesting |
× |
In the event of a change in control, our equity award grants contain a “double trigger” – meaning that both a change in control and qualifying termination of employment must occur for automatic vesting. |
|
|
|
No Pension Plans or SERPs |
× |
We do not sponsor any qualified or non-qualified defined benefit plans or SERPs. |
|
|
|
No Guaranteed Bonuses or Salary Increases |
× |
We do not guarantee salary increases or provide guaranteed bonuses to any of our executive officers other than to certain newly hired executive officers with respect to their first year of employment with us. |
|
|
|
No Evergreen Provision or Reload Options |
× |
The 2022 Incentive Plan does not provide for automatic share additions during its term or provide for the ability to grant reload options. |
|
|
|
No Liberal Share Recycling |
× |
Under the 2022 Incentive Plan, shares tendered to or withheld by the Company to satisfy tax withholding obligations or to pay an option exercise price are not available for future issuance or delivery. |
48 | Burlington Stores, Inc. 2026 Proxy Statement |
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EXECUTIVE COMPENSATION
2025 Stockholder Say-on-Pay Vote and Stockholder Outreach
Stockholders supported our 2025 Say-on-Pay vote, with approximately 89% of votes cast in favor. The Committee viewed the results of this vote as demonstrating solid stockholder support for our executive compensation program. Based on these results and the Committee’s ongoing review of our compensation practices, the Committee believes that our program has been effective in implementing our compensation philosophy and objectives.
Nevertheless, the Committee recognizes that pay practices continue to evolve, and the Committee intends to continue to refine our executive compensation program in its ongoing effort to design an executive compensation program that supports long-term stockholder value creation consistent with our compensation philosophy and guiding principles. We view a continuing, constructive dialogue with our stockholders as important to keeping us informed on stockholder views regarding a variety of matters, including executive compensation. Our approach to engagement is detailed in the section above entitled “Stockholder Engagement.”
Leadership Succession and Management Development
The Board and the Committee recognize that retention of highly-qualified leadership talent is critical to our continued strong performance and to successful succession planning. The Board is responsible for the succession planning of the CEO, and the CEO reviews succession planning and management development for executive vice presidents and officers above that level with the Committee.
As part of this process, succession candidates for senior leadership positions are considered, taking into account demonstrated performance, leadership qualities and potential to take on more complex responsibilities. The Board and the Committee consider various succession-related factors, including: (i) the potential retention risk regarding incumbent senior executives and the identified succession candidates; (ii) the competitive landscape for executive talent; (iii) the specific succession planning time horizon for each senior executive position; and (iv) the extent of disruption likely to be caused by unplanned attrition.
Process for Setting Executive Officer Compensation
Role of the Compensation Committee
The Committee is tasked with discharging our Board’s responsibilities related to oversight of the compensation of our NEOs, including the design and implementation of our executive compensation program, and designing our executive compensation program so that it is aligned with our corporate objectives. Each member of the Committee is independent under the listing standards of the NYSE.
The Committee makes decisions regarding salaries, annual incentive awards, long-term equity incentives and other compensation for our NEOs. The Committee is also responsible for reviewing and approving corporate goals and objectives relevant to the compensation of our NEOs. The Committee, in conjunction with the CEO’s evaluation of our other NEOs, evaluates the performance of such officers in light of those goals and objectives. The independent directors, in consultation with the Committee, evaluate the performance of our CEO. In determining the overall level of executive compensation and establishing the design and mix of its specific elements, the Committee considers various quantitative and qualitative factors, such as Company performance; individual executive performance and responsibilities; market data; competitiveness and peer practices; its experience with the existing compensation program; results of our advisory votes on executive compensation and other stockholder feedback; recruitment, retention and succession planning; contractual obligations; promotions; organizational changes; relocations; and transitional roles.
|
Burlington Stores, Inc. 2026 Proxy Statement | 49 |
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EXECUTIVE COMPENSATION
The Committee maintains an annual cycle of executive compensation actions and addresses special actions in connection with management changes, employment agreements and executive benefits, and other Committee charter responsibilities. The Committee generally reviews and approves elements of compensation for our NEOs based on the schedule below:
Role of Independent Compensation Consultant
The Committee engages an independent compensation consultant to assist in its deliberations and decision-making regarding executive compensation. The Committee’s consultant provides current market research and analyses against which executive compensation programs and proposals can be evaluated, including a review of competitive market trends and design practices, a review of the Company’s peer group, and market benchmarking. The Committee has sole authority to retain and terminate its consultant and sole authority to approve the fees and other terms of the engagement of its consultant.
Meridian served as the Committee’s independent compensation consultant in fiscal 2025. Meridian reports directly to the Committee and, in addition to performing the services described above, assists the Committee on director compensation matters.
Meridian did not work for the Company’s management in any capacity in fiscal 2025. The Committee assessed the independence of Meridian pursuant to the listing standards of the NYSE and we believe that the work performed by Meridian did not raise any conflict of interest.
As part of the Committee’s responsibility to review the extent to which our compensation policies and practices may encourage associates to take risks that could have a material adverse effect on us, the Committee directed Meridian to complete a comprehensive review of our compensation policies and practices and reviewed it with the Committee. As described below under the caption entitled “Compensation-Related Risk”, upon receiving Meridian’s assessment, the Committee concluded that our compensation policies and practices do not encourage behaviors that could create material risk for the Company.
Role of Peer Companies and Benchmarking
The Committee used the compensation peer group set forth below to evaluate fiscal 2025 compensation decisions:
|
|
• Abercrombie & Fitch Co. • American Eagle Outfitters, Inc. • Bath & Body Works, Inc. • Dick’s Sporting Goods, Inc. • Dollar Tree, Inc. • Five Below, Inc. • Foot Locker, Inc. • Kohl’s Corporation • Macy’s, Inc. |
• Nordstrom • Ross Stores, Inc. • The Gap, Inc. • The TJX Companies, Inc. • Tractor Supply Company, Inc. • ULTA Beauty, Inc. • V.F. Corporation • Williams-Sonoma, Inc. |
50 | Burlington Stores, Inc. 2026 Proxy Statement |
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EXECUTIVE COMPENSATION
The Committee reviews the companies included in the peer group on an annual basis and in so doing considers information provided by the Committee’s independent consultant and management. In August 2024 the Committee conducted its annual review of the peer group for fiscal 2025 compensation decisions. The Committee, after consultation with Meridian, determined to remove Big Lots, given differences in revenue, profitability and market capitalization, and Restoration Hardware, given differences in size and compensation practices, and to add Bath & Body Works, a value-focused retailer with brand recognition and value conscious customers, and Gap and Nordstrom, large apparel retailers with physical retail footprints that have made efforts to become more price competitive and value-oriented.
In August 2025, the Committee conducted its annual review of the peer group for fiscal 2026 compensation decisions and, after consultation with Meridian, determined to remove Nordstrom given Nordstrom's acquisition and delisting from the NYSE. Dick's Sporting Goods completed its acquisition of Foot Locker in 2025 and, as a result, Foot Locker is no longer an independent public company.
The median trailing twelve-month revenue for the peer group as of February 1, 2025 was $13,443 million (versus $10,626 million for Burlington) and the median trailing 20-trading-day average market cap as of February 1, 2025 was $9,334 million (versus $18,088 million for Burlington).
The Committee believes that an appropriate peer group is a key element of the Company’s compensation program in order to provide meaningful comparisons to market compensation levels. The Committee will consider comparative compensation data of the companies in our peer group, as well as quality retail-specific surveys, as a frame of reference in assessing the competitiveness of our executive compensation levels and opportunities, and in determining the individual components of compensation, compensation practices, and the relative proportions of each component of compensation.
The Committee will review market total compensation and target each executive’s annual compensation within a reasonable range of market based upon its assessment of a variety of factors, including those discussed under the caption above entitled “Role of the Compensation Committee.” Actual pay delivered will vary above or below this level based on Company performance.
While the Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on such practices. The Committee believes that compensation decisions are complex and require a deliberate review of Company performance and peer compensation levels.
Role of Management
Our CEO makes compensation recommendations for executive officers other than himself. These recommendations are based on annual performance reviews completed by the CEO for each executive officer. The Committee considers these performance reviews and recommendations, among other factors, in establishing base salaries and making other compensation decisions for our NEOs. Our NEOs do not play a role in their own compensation determinations.
The Committee meets in executive session (without the presence of any management director) from time to time and invites executive officers to attend other portions of its meetings. In addition, members of our management team keep informed of developments in compensation and benefits matters and participate in the gathering and presentation of data related to these matters as requested by the Committee. Management periodically makes recommendations to the Committee regarding the design and implementation of our executive compensation program, although any adoption or implementation of such recommendations requires approval by the Committee.
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Burlington Stores, Inc. 2026 Proxy Statement | 51 |
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EXECUTIVE COMPENSATION
Internal Pay Relationships
Our compensation philosophy reflects the importance of offering a competitive target compensation package to our NEOs. The differences in pay between the NEOs relative to each other as well as the CEO are based on various factors, including market differences for the particular job, job responsibilities and scope, and adjustments for individual experience and performance, rather than a pre-determined ratio or multiple.
Elements of Our Executive Compensation and Benefits Programs
We provide annual compensation to our NEOs primarily through a combination of:
We also provide our NEOs with retirement (401(k) Plan), health and welfare benefits, and limited perquisites.
The portion of annual executive compensation devoted to each of the elements of pay is driven by our principles and objectives as well as each NEO’s role and strategic value to the organization as further described in the table below. The Committee occasionally grants other types of awards in special circumstances to reward superior past performance or support recruitment, succession planning, and retention objectives.
Element of Pay |
Form (Weight) |
Designed to Reward/Promote |
Alignment with Objectives |
Base Salary |
• Cash (100%) |
• Experience, knowledge in industry, duties, scope of responsibility and individual performance. |
• Provides a minimum, fixed level of cash compensation to attract and retain talented executives who can continue to improve our overall performance. |
Annual Cash Incentives |
• Cash (100%) |
• Achievement of the Company’s annual strategic and financial goals; incentivize and reward financial and operating performance. |
• Motivates executives to achieve specific performance goals and objectives. |
Long-Term Equity Incentives |
• PSUs (65%) • RSUs (35%) |
• Achievement of efficient long-term growth and development. • Value-creating actions deemed necessary to increase the market value of our stock. • Executive retention, stock ownership and alignment of interests with stockholders. |
• Aligns our executives’ interests with those of our stockholders to increase overall stockholder value. • Represents potentially the largest pay component, which provides an opportunity for significant compensation following strong Company performance and share performance, helping us to attract and retain talented executives. |
The Committee believes that we can meet the objectives of our executive compensation program by achieving a balance among these elements that is competitive with our industry peers and creates appropriate incentives for our NEOs. Actual annual compensation levels are a function of both corporate and individual performance as described under each compensation element below.
Base Salary
Our goal is to provide our NEOs with base salaries that are appropriate and commensurate with position, experience and performance. Base salaries are reviewed by the Committee annually and at the time of promotion or other change in responsibilities. Generally, in making base salary determinations, the Committee considers the following factors:
52 | Burlington Stores, Inc. 2026 Proxy Statement |
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EXECUTIVE COMPENSATION
In addition, the Committee considers internal pay equity among our executives and, when reviewing the base salaries of our NEOs, their current aggregate compensation. The Committee reviewed the base salaries of each of the NEO’s following the end of fiscal 2024. Pursuant to its review, the Committee adjusted the base salaries of our NEOs as follows:
Named Executive Officer |
|
Percentage |
|
Dollar |
|
Resulting Base |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Michael O’Sullivan |
|
|
3.00 |
% |
|
|
$ |
44,558 |
|
|
|
$ |
1,529,818 |
|
|
Kristin Wolfe(1) |
|
|
9.57 |
% |
|
|
$ |
78,575 |
|
|
|
$ |
900,000 |
|
|
Jennifer Vecchio |
|
|
3.00 |
% |
|
|
$ |
34,672 |
|
|
|
$ |
1,190,389 |
|
|
Travis Marquette |
|
|
3.00 |
% |
|
|
$ |
29,217 |
|
|
|
$ |
1,003,123 |
|
|
Matthew Pasch |
|
|
3.00 |
% |
|
|
$ |
18,540 |
|
|
|
$ |
636,540 |
|
|
(1) In addition to a merit increase of 3%, the Committee approved an incremental adjustment of 6.57% to Ms. Wolfe’s base salary in recognition of the value of her role to the Company and her important contributions to the Company’s ongoing performance, including bringing a more strategic perspective to the role and adding value to the Company's merchandising and operational initiatives and tying them to the Company's long-range plan, and to maintain competitive positioning relative to the market.
Annual Incentive Awards
2025 Annual Incentive Plan
Annual incentive awards are an important part of the overall compensation we pay our NEOs. Unlike base salary, which is fixed, annual incentive awards are paid only if specified performance levels are achieved. The Committee believes that annual incentive awards encourage our NEOs to focus on specific short-term business and financial goals, without sacrificing our long-term objectives.
The Committee recognizes the importance of achieving an appropriate balance between supporting the Company’s objective of rewarding executives for strong performance over the short-term and establishing realistic targets that continue to motivate and retain executives. As a result, our 2025 Annual Incentive Plan provided for measurable, rigorous performance goals that were designed to be achievable but challenged our executives to drive business results that produce stockholder value.
2025 Annual Incentive Target
Under our 2025 Annual Incentive Plan, and consistent with practice in prior years, the Committee approved each NEO’s annual incentive target, which is expressed as a percentage of his or her base salary in effect at the end of the fiscal year. In February 2025, the Committee increased certain fiscal 2025 compensation values. Mr. O'Sullivan's annual incentive target value increased from 150% to 200% of base salary to maintain competitive positioning relative to the market. Ms. Wolfe’s annual incentive target value increased from 75% to 100% of base salary in recognition of the value of her role to the Company and her important contributions to the Company’s ongoing performance, including bringing a more strategic perspective to the role and adding value to the Company's merchandising and operational initiatives, and tying them to the Company's long-range plan, and to maintain competitive positioning relative to the market. Mr. Marquette's annual incentive target value increased from 100% to 120% of base salary in order to align with internal pay relationships. In setting or adjusting an NEO’s annual incentive target, the Committee considers the NEO’s individual performance, market data as well as internal pay practices. The table below shows each NEO’s 2025 annual incentive threshold, target and maximum expressed as a percentage of base salary earned during the fiscal year and each NEO’s 2025 annual incentive target expressed as a dollar amount.
Named Executive Officer |
|
Annual Incentive |
|
Annual Incentive |
|
Annual Incentive |
|
Fiscal 2025 |
|
Target |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Michael O’Sullivan |
|
|
100 |
% |
|
|
|
200 |
% |
|
|
|
400 |
% |
|
|
$ |
1,529,818 |
|
|
|
$ |
3,039,070 |
|
|
Kristin Wolfe |
|
|
50 |
% |
|
|
|
100 |
% |
|
|
|
200 |
% |
|
|
$ |
900,000 |
|
|
|
$ |
881,867 |
|
|
Jennifer Vecchio |
|
|
65 |
% |
|
|
|
130 |
% |
|
|
|
260 |
% |
|
|
$ |
1,190,389 |
|
|
|
$ |
1,537,105 |
|
|
Travis Marquette |
|
|
60 |
% |
|
|
|
120 |
% |
|
|
|
240 |
% |
|
|
$ |
1,003,123 |
|
|
|
$ |
1,195,657 |
|
|
Matthew Pasch |
|
|
37.50 |
% |
|
|
|
75 |
% |
|
|
|
150 |
% |
|
|
$ |
636,540 |
|
|
|
$ |
474,196 |
|
|
|
Burlington Stores, Inc. 2026 Proxy Statement | 53 |
Table of Contents
EXECUTIVE COMPENSATION
2025 Performance Measures, Goals, and Payout Scale
Consistent with the fiscal 2024 design, in February 2025, the Committee determined that Adjusted EBIT measured on a full year basis should be the sole performance metric for purposes of the 2025 Annual Incentive Plan. Adjusted EBIT is a core driver of our performance and success, as it measures profitability, reflects management efforts to manage expenses, and further aligns our NEOs’ interests with our stockholders’ interests.
The Committee established a target Adjusted EBIT goal of $850 million for the full fiscal year 2025, and based on the Company’s achieved performance against this goal, each NEO’s incentive award could range from 50% at threshold performance to no more than 200% at maximum performance of his or her annual incentive target award.
In establishing the Annual Incentive Plan targets, the Committee considers the financial plan approved by the Board, which is informed by our prior year results as well as our forecast, including our projections for new store openings. While the Committee believed the target to be achievable with strong performance, the Committee designed the target to be challenging to help drive business results that produce stockholder value.
The tables below show the threshold, target and maximum performance goals and the associated annual incentive payout percentage for fiscal 2025.
|
|
Zero |
|
Threshold |
|
At Target |
|
Maximum |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBIT ($M)(1) |
|
<$723 |
|
|
|
$723 |
|
|
|
$850 |
|
|
|
$978 |
|
|
||||
Payout Percentage(2) |
|
|
0 |
% |
|
|
|
50 |
% |
|
|
|
100 |
% |
|
|
|
200 |
% |
|
Awards made to NEOs under the fiscal 2025 Annual Incentive Plan are equal to the product of: (i) the Adjusted EBIT Payout Percentage; and (ii) the NEO’s target annual incentive award. Notwithstanding this formula, the Committee retains discretion to adjust payouts, including making no payout, based on unanticipated positive or negative events or other factors deemed relevant by the Committee, as determined by the Committee in its sole and absolute discretion. In exercising its discretion to reduce the amount of an award, the Committee may take into account the NEO’s individual performance rating.
2025 Achieved Performance and Determination of Payout
Following the conclusion of fiscal 2025, the Committee assessed whether and to what extent the performance goal for the year was met. Our performance with respect to the performance goal was as follows:
Metric |
|
Target |
|
Actual |
|
Payout |
|
|
|
|
|
|
|
Adjusted EBIT ($M)(1) |
|
$850 |
|
$923 |
|
157% |
Further, each participating NEO received a performance rating of at least “Meets Expectations.” In making these determinations, the independent directors, in consultation with the Committee, reviewed Mr. O’Sullivan’s personal performance in fiscal 2025, and Mr. O’Sullivan reviewed and recommended to the Committee the fiscal 2025 personal performance assessment with respect to the other participating NEOs.
Based on Company and individual performance, the Committee did not exercise discretion to reduce any award.
54 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
Accordingly, our NEOs earned the following awards under the Annual Incentive Plan for fiscal 2025, which were calculated in accordance with the formula set forth above:
|
|
|
|
|
|
Named Executive Officer |
|
Award |
|||
|
|
|
|
|
|
Michael O’Sullivan |
|
$ |
4,771,341 |
|
|
Kristin Wolfe |
|
$ |
1,384,532 |
|
|
Jennifer Vecchio |
|
$ |
2,413,255 |
|
|
Travis Marquette |
|
$ |
1,877,182 |
|
|
Matthew Pasch |
|
$ |
744,488 |
|
|
The range of potential payouts under the 2025 Annual Incentive Plan for each of our NEOs is presented below in the Fiscal 2025 Grants of Plan-Based Awards Table. The actual 2025 Annual Incentive Plan awards earned and payable to each NEO are also reported below in the Fiscal 2025 Summary Compensation Table.
Long-Term Incentives
The Committee believes that long-term incentives (“LTIPs”) are an important component of compensation that helps us to attract, retain and motivate our NEOs. These incentives also align the financial rewards paid to our NEOs with our long-term performance, thereby encouraging our NEOs to focus on long-term goals. The LTIP is designed to promote achievement of corporate goals, encourage the growth of stockholder value, enable participation in our long-term growth and profitability, and serve as an incentive for continued employment. In setting the value of equity incentive compensation for executives, the Committee’s determinations are informed by assessments conducted by Meridian, peer group market data and alignment with our compensation philosophy.
For fiscal 2025, the Committee approved each NEO’s LTIP target value based on a variety of factors including but not limited to role, contributions, market data, and recommendations from the CEO (for all NEOs except the CEO). In February 2025, in recognition of the value of her role to the Company and her important contributions to the Company’s ongoing performance, including bringing a more strategic perspective to the role and adding value to the Company's merchandising and operational initiatives, and tying them to the Company's long-range plan, and in order to maintain competitive positioning relative to the market, the Committee increased Ms. Wolfe’s annual target LTIP value for 2025 from 250% to 400%, and for subsequent years from 250% to 300%.
2025 LTIP Mix
The Committee routinely evaluates and considers the type of awards granted under our LTIP. In November 2024, the Committee evaluated the mix of awards to be granted under our 2025 LTIP. After reviewing input and analysis from Meridian, the Committee determined that it was appropriate to eliminate stock options from the Company’s LTIP mix. As a result, the mix for the annual grants made on May 1, 2025 was 65% PSUs and 35% RSUs. The Committee made this determination based on peer and market practices, as well as a desire to increase the proportion of PSUs in the LTIP.
2025 LTIP Mix |
|
PSUs. In February 2025, the Committee approved the grant of PSUs to each NEO. The PSUs vest based on an Adjusted EPS growth target which applies to each year of the three-year performance period (fiscal 2025 to fiscal 2027). Performance is assessed annually during the three-year cumulative period, and payout at the end of the three-year period is based on the average of the results across the three-year cumulative period. All awards vest at the end of the three-year period.
This design emphasizes consistent year-over-year performance across the three-year cumulative period. Because each year’s target is measured from the prior year’s actual results, sustained performance is essential throughout the performance cycle.
The Adjusted EPS Growth targets are established at the beginning of the three-year performance period, using Fiscal 2024 Adjusted EPS as the baseline. The target is designed to be challenging while achievable through coordinated and disciplined execution by our executives. The threshold, target, and maximum growth levels align with the Company’s long-range plan.
Adjusted EPS Growth measures the growth rate of our per share earnings (excluding expenses associated with bankruptcy acquired leases), and the Committee believes this metric is closely aligned with driving stockholder value and incentivizes sales growth, margin expansion and the efficient use of cash.
RSUs. In February 2025, the Committee approved the grant of RSUs to each NEO. RSUs are subject to time-based vesting and provide a retention incentive for our NEOs and an incentive to increase stockholder value. RSUs vest in 25% increments over a four-year vesting period, subject to the NEO’s continued employment through the applicable vesting date.
|
Burlington Stores, Inc. 2026 Proxy Statement | 55 |
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EXECUTIVE COMPENSATION
The table below shows the target LTIP values for fiscal 2025 and the type and number of LTIP awards for each NEO:
|
|
|
|
|
|
|
|
|||||||
Named Executive Officer |
|
Target LTIP Value |
|
PSUs (Target) |
|
RSUs |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Michael O’Sullivan |
|
$ |
10,842,768 |
|
|
|
|
30,911 |
|
|
|
|
16,645 |
|
Kristin Wolfe |
|
$ |
3,285,936 |
|
|
|
|
9,368 |
|
|
|
|
5,044 |
|
Jennifer Vecchio |
|
$ |
5,778,888 |
|
|
|
|
16,475 |
|
|
|
|
8,871 |
|
Travis Marquette |
|
$ |
3,895,836 |
|
|
|
|
11,106 |
|
|
|
|
5,981 |
|
Matthew Pasch |
|
$ |
772,692 |
|
|
|
|
2,203 |
|
|
|
|
1,186 |
|
PSUs Granted in Fiscal 2023
Fiscal 2025 represented the final year of the performance period for the PSUs granted in fiscal 2023. In February 2026, the Committee reviewed our performance relative to the targets established for these PSU awards. The 2023 PSUs were subject to the achievement of pre-established Adjusted EPS growth over a three-year performance period, with performance measured on an annual basis (eligible vesting with respect to each year determined based on Adjusted EPS growth goals established in fiscal 2023). The 2023 PSUs were earned based upon the Adjusted EPS growth achieved by the Company during the 2023, 2024 and 2025 fiscal years as follows:
|
|
|
|
|
|
|
|||||||||
Fiscal 2023 PSU |
|
Threshold |
|
Target |
|
Maximum |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Adjusted EPS Growth Per Year(1) |
|
|
6.7 |
% |
|
|
|
13.3 |
% |
|
|
|
20.0 |
% |
|
Percent of Target Payout(2) |
|
|
50 |
% |
|
|
|
100 |
% |
|
|
|
200 |
% |
|
Over the performance period, the Company achieved Adjusted EPS growth of 44% in fiscal 2023, 35% in fiscal 2024, and 20% in fiscal 2025, resulting in payout levels of 200% for each of those years as calculated pursuant to the terms of the awards. As a result, NEOs earned an average payout of 200% of their fiscal 2023 awards, reflecting performance above the target level (100%), as follows:
Named Executive Officer |
|
Value at Date |
|
Shares Granted |
|
Shares Earned |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Michael O’Sullivan |
|
$ |
5,110,128 |
|
|
|
|
27,384 |
|
|
|
|
54,768 |
|
|
Kristin Wolfe |
|
$ |
937,529 |
|
|
|
|
5,024 |
|
|
|
|
10,048 |
|
|
Jennifer Vecchio |
|
$ |
3,223,501 |
|
|
|
|
17,274 |
|
|
|
|
34,548 |
|
|
Travis Marquette |
|
$ |
1,377,182 |
|
|
|
|
7,380 |
|
|
|
|
14,760 |
|
|
Matthew Pasch |
|
$ |
215,308 |
|
|
|
|
1,473 |
|
|
|
|
2,946 |
|
|
56 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
Benefits and Perquisites
Our executive compensation program includes limited perquisites, which are subject to Committee review and approval, and broad-based benefits. The perquisites and benefits included in our executive compensation program represent a modest portion of each NEO’s total compensation. The cost of these perquisites or other personal benefits is set forth below in the Fiscal 2025 Summary Compensation Table below under the column “All Other Compensation,” and additional detail is set forth in the footnotes following the Fiscal 2025 Summary Compensation Table.
We maintain broad-based benefits that are provided to all full-time associates, including medical, dental, vision, life and disability insurance. Certain of these benefits require associates to pay a portion of the premium. Except with respect to life insurance (our NEOs all receive such insurance in an amount equal to the lesser of three times their annual base salary or a pre-determined maximum) and financial planning services, these benefits are offered to our NEOs on the same basis as all other associates. We also offer a retirement savings plan in which eligible associates (including our NEOs) may participate. The savings plan includes a traditional 401(k) pre-tax savings option and a post-tax Roth 401(k) option. We provide a matching contribution of 100% on the first 3% of eligible compensation that is deferred and 50% on the next 2% of eligible compensation that is deferred, up to the Internal Revenue Code limit for each respective year in which the eligible associate participates in the plan.
The Committee believes that the limited perquisites and other benefits provided to our NEOs are reasonable and consistent with the perquisites that would be available to them at companies with whom we compete for experienced senior management.
Termination-Based Compensation
Severance arrangements applicable to each of our NEOs other than Mr. Pasch are set forth in each of their respective employment agreements. Mr. Pasch’s severance benefits are governed by the Burlington Stores, Inc. Executive Severance Plan (the “Severance Plan”). Additionally, effective as of May 27, 2025, the Committee adopted an Executive Change in Control Severance Plan (the “CIC Severance Plan”), which provides certain severance benefits to each of our NEOs upon certain qualifying terminations of employment in connection with a change in control.
On March 17, 2026, the Committee amended and restated the 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 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 CIC Plan.
The Committee believes these arrangements play an important role in protecting our highly competitive business by restricting our executive officers from working for a competitor or soliciting our associates during the specified severance period. Additionally, each NEO’s equity grant agreements contain terms regarding vesting in connection with the termination of employment and change in control. The Committee believes that these termination and change in control terms provide our NEOs with an incentive to act in stockholders’ best interests during a potential change in control despite the risk of losing their jobs or a significant change in the nature of their benefits and responsibilities.
A detailed discussion of compensation payable upon termination or a change in control is provided below under the caption entitled “Potential Payments Upon Termination or Change in Control.”
Compensation Recoupment (“Clawback”) Policy
We strive to maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation philosophy. Accordingly, the Committee has adopted a compensation recoupment (or “clawback”) policy, included in our Corporate Governance Guidelines, providing that, in the event of a financial restatement or significant financial harm to the Company arising out of willful actions, including without limitation fraud or intentional misconduct, or gross negligence by any officer of the Company, the Committee shall have the discretion and authority to determine the appropriate action to take,
|
Burlington Stores, Inc. 2026 Proxy Statement | 57 |
Table of Contents
EXECUTIVE COMPENSATION
which may include requiring relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) and/or repayment of previously paid incentive cash compensation. Additionally, the Committee has adopted a clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. This policy provides for recovery of erroneously awarded incentive-based compensation (such as cash bonuses received under the Company’s Annual Incentive Plan and PSUs received under the Company’s 2022 Incentive Plan) received by current and former executive officers during the three years prior to an accounting restatement. The policy applies to incentive compensation received on or after October 2, 2023. It removes discretion from the Committee as to whether to recover compensation and requires recovery without regard to culpability. The full text of the policy is available as an exhibit to our Fiscal 2025 Form 10-K.
Stock Ownership Guidelines
As described above, the Committee has adopted stock ownership guidelines for our executives. These stock ownership guidelines provide that (i) the Chief Executive Officer should own shares of our common stock with a value equal to or exceeding six times his or her then-current base salary, and (ii) other NEOs should own shares of our common stock with a value equal to or exceeding three times his or her then-current base salary. As of the end of fiscal 2025, each NEO owned shares in excess of the applicable guideline or was in compliance with the retention requirement described above. Stock ownership includes shares owned directly or held in trust by the individual and shares subject to unvested service-based restricted stock and RSU awards. Stock ownership under the guidelines does not include shares that an individual has the right to acquire through unvested PSU awards or shares subject to outstanding stock options (whether vested or unvested).
Insider Trading Policy
Our Statement of Policy Concerning Securities Trading (the “
Prohibition on Hedging and Pledging of Company Stock
The Board considers it inappropriate for our directors or any of our corporate personnel (including our executive officers) to enter into speculative transactions in Company securities. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in our securities. Such hedging and monetization transactions may permit persons to continue to own Company securities obtained through our benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, such persons may no longer have the same incentives as our other stockholders. Moreover, certain short-term or speculative transactions in our securities by restricted personnel create the potential for heightened legal risk and/or the appearance of improper or inappropriate conduct involving our securities.
Under our hedging and pledging policy, which is part of our Insider Trading Policy, our directors and all corporate personnel are prohibited from engaging in any hedging or monetization transactions with respect to our securities. Further, directors and corporate personnel may not engage in the following short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct by such persons:
58 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
Equity Grant Timing
It is the policy of the Committee that neither the Committee nor any member of Company management shall backdate any equity grant or manipulate the exercise price of equity-based awards. The Committee believes that establishing fixed grant dates in advance, to the extent possible, is an important measure to ensure the integrity of the award granting process. Accordingly, each annual grant and off-cycle grant of equity-based awards are granted on a
Annual Grants—Annual grants are made on May 1 or, to the extent May 1 is not a business day, on the first business day following May 1. Annual grants of equity-based awards to NEOs are approved at a Committee meeting that is typically held each year in February.
Off-Cycle Grants—The date the Committee acts to approve an award, or such later specified date as the Committee shall designate in the approval, shall be used as the grant date of the award for off-cycle grants to NEOs.
Except as otherwise approved by the Committee, no award to an executive officer may have a grant date that is within four business days before or within one business day after the filing or furnishing by the Company of a Form 10-K, Form 10-Q or Form 8-K that includes material non-public information.
The table titled "Fiscal 2025 Grants of Plan-Based Awards" contains further details regarding the timing of fiscal 2025 grants to our NEOs.
Tax and Accounting Considerations
The Committee seeks to structure our compensation program in a manner that is consistent with our compensation philosophy and objectives. In the course of making decisions about executive compensation, the Committee takes into account tax and accounting considerations. For example, the Committee takes into account Section 409A of the Internal Revenue Code regarding non-qualified deferred compensation. The Committee also considers how various elements of compensation will affect our financial reporting. For example, the Committee considers the impact of FASB ASC Topic 718—Stock Compensation, which requires us to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards.
Report of the Compensation Committee |
|
We, the Compensation Committee of the Board of Directors of Burlington Stores, Inc., have reviewed and discussed the “Compensation Discussion and Analysis” set forth above with management and, based on such review and discussions, recommended to the Board of Directors that the “Compensation Discussion and Analysis” set forth above be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.
Compensation Committee of the Board of Directors:
Jordan Hitch, Chair
Ted English
Mary Ann Tocio
The preceding Compensation Committee Report does not constitute soliciting material and shall not be deemed to be filed, incorporated by reference into or part of any filing made by us (including any future filings) under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this report by reference, except to the extent we incorporate such report by specific reference. |
|
Burlington Stores, Inc. 2026 Proxy Statement | 59 |
Table of Contents
EXECUTIVE COMPENSATION
Compensation Committee Interlocks and Insider Participation |
|
Ted English, Jordan Hitch and Mary Ann Tocio served on the Committee during fiscal 2025 and currently serve on the Committee. None of these individuals (i) have ever been an officer or an associate of ours, nor (ii) have any relationship that is required to be disclosed pursuant to the rules of the SEC. In addition, none of our executive officers serve (or served at any time during fiscal 2025) as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or the Committee.
|
In accordance with applicable disclosure requirements, to the extent that risks may arise from our compensation policies and practices that are reasonably likely to have a material adverse effect on us, we are required to discuss those policies and practices for compensating our associates as they relate to our risk management practices and the possibility of incentivizing risk-taking. The Committee considers risks associated with our compensation policies and practices and, as part of its consulting services for the Committee, Meridian evaluates the potential for unintended risk associated with the design of our compensation programs.
At the direction of the Committee, Meridian completed a comprehensive review of our compensation policies and practices to determine whether potential risk existed and whether there were design factors that mitigated potential risk areas. Upon receiving Meridian’s assessment, the Committee concluded that our compensation policies and practices do not encourage behaviors that could create material risk for the Company.
A number of features in our compensation programs mitigate risk and protect against excessive risk-taking behavior and the potential for unintended consequences, including:
60 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
EXECUTIVE COMPENSATION
Fiscal 2025 Summary Compensation Table |
|
The following table sets forth summary information concerning the compensation of our NEOs for fiscal 2025 and, to the extent required by applicable SEC disclosure rules, fiscal 2024 and fiscal 2023:
Name and Principal Position(1) |
Fiscal |
Salary |
Bonus |
Stock |
Option |
Non-Equity |
All Other |
Total |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Michael O’Sullivan, |
2025 |
|
1,519,535 |
|
|
|
— |
|
|
|
10,842,768 |
|
|
|
— |
|
|
|
4,771,341 |
|
|
|
15,920 |
|
|
|
17,149,564 |
|
Chief Executive Officer |
2024 |
|
1,475,277 |
|
|
|
— |
|
|
|
7,895,009 |
|
|
|
2,628,235 |
|
|
|
3,386,393 |
|
|
|
15,720 |
|
|
|
15,400,634 |
|
|
2023 |
|
1,459,231 |
|
|
|
— |
|
|
|
7,665,192 |
|
|
|
2,556,440 |
|
|
|
2,163,000 |
|
|
|
15,120 |
|
|
|
13,858,983 |
|
Kristin Wolfe, |
2025 |
|
881,867 |
|
|
|
— |
|
|
|
3,285,936 |
|
|
|
— |
|
|
|
1,384,532 |
|
|
|
15,920 |
|
|
|
5,568,255 |
|
Executive Vice President and |
2024 |
|
815,904 |
|
|
|
— |
|
|
|
1,495,368 |
|
|
|
497,801 |
|
|
|
936,425 |
|
|
|
15,720 |
|
|
|
3,761,218 |
|
Chief Financial Officer |
2023 |
|
800,962 |
|
|
|
— |
|
|
|
1,406,293 |
|
|
|
469,073 |
|
|
|
598,125 |
|
|
|
15,120 |
|
|
|
3,289,573 |
|
Jennifer Vecchio, |
2025 |
|
1,182,388 |
|
|
|
— |
|
|
|
5,778,888 |
|
|
|
— |
|
|
|
2,413,255 |
|
|
|
15,920 |
|
|
|
9,390,451 |
|
Group President and Chief |
2024 |
|
1,147,950 |
|
|
|
— |
|
|
|
4,207,859 |
|
|
|
1,400,745 |
|
|
|
2,283,699 |
|
|
|
15,720 |
|
|
|
9,055,973 |
|
Merchandising Officer |
2023 |
|
1,135,464 |
|
|
|
— |
|
|
|
4,835,252 |
|
|
|
1,612,672 |
|
|
|
1,458,673 |
|
|
|
15,120 |
|
|
|
9,057,181 |
|
Travis Marquette, |
2025 |
|
996,381 |
|
|
|
— |
|
|
|
3,895,836 |
|
|
|
— |
|
|
|
1,877,182 |
|
|
|
31,885 |
|
|
|
6,801,284 |
|
President and Chief Operating |
2024 |
|
967,360 |
|
|
|
— |
|
|
|
2,836,749 |
|
|
|
944,357 |
|
|
|
1,480,337 |
|
|
|
31,220 |
|
|
|
6,260,023 |
|
Officer |
2023 |
|
956,838 |
|
|
|
— |
|
|
|
2,065,773 |
|
|
|
688,894 |
|
|
|
945,540 |
|
|
|
30,620 |
|
|
|
4,687,665 |
|
Matthew Pasch, |
2025 |
|
632,262 |
|
|
|
— |
|
|
|
772,692 |
|
|
|
— |
|
|
|
744,488 |
|
|
|
31,885 |
|
|
|
2,181,327 |
|
Executive Vice President and |
2024 |
|
613,846 |
|
|
|
— |
|
|
|
562,721 |
|
|
|
187,268 |
|
|
|
704,520 |
|
|
|
31,220 |
|
|
|
2,099,575 |
|
Chief Human Resources Officer |
2023 |
|
525,707 |
|
|
|
— |
|
|
|
476,285 |
|
|
|
158,782 |
|
|
|
356,604 |
|
|
|
18,823 |
|
|
|
1,536,201 |
|
Name |
Company |
Financial |
Insurance |
Total |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael O’Sullivan |
|
14,000 |
|
|
|
— |
|
|
|
1,920 |
|
|
|
15,920 |
|
Kristin Wolfe |
|
14,000 |
|
|
|
— |
|
|
|
1,920 |
|
|
|
15,920 |
|
Jennifer Vecchio |
|
14,000 |
|
|
|
— |
|
|
|
1,920 |
|
|
|
15,920 |
|
Travis Marquette |
|
14,000 |
|
|
|
15,965 |
|
|
|
1,920 |
|
|
|
31,885 |
|
Matthew Pasch |
|
14,000 |
|
|
|
15,965 |
|
|
|
1,920 |
|
|
|
31,885 |
|
|
Burlington Stores, Inc. 2026 Proxy Statement | 61 |
Table of Contents
EXECUTIVE COMPENSATION
Fiscal 2025 Grants of Plan-Based Awards |
|
The following table sets forth information regarding our grants of plan-based awards to our NEOs during fiscal 2025. PSUs and RSUs granted in fiscal 2025 to the NEOs were granted under the 2022 Incentive Plan, and in accordance with our equity grant timing policy, as described in the section above titled "Equity Grant Timing":
|
|
|
|
Estimated Future Payouts Under |
|
Estimated Future Payouts Under |
All Other |
Grant Date |
||||||||||||||||||||||||||||
|
Name |
Grant |
Approval |
Threshold |
Target |
Maximum |
|
Threshold |
Target |
Maximum |
Units (3) |
Awards |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Michael O’Sullivan |
— |
— |
|
1,519,535 |
|
|
|
3,039,070 |
|
|
|
6,078,141 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
15,456 |
|
|
|
30,911 |
|
|
|
61,822 |
|
|
|
— |
|
|
|
7,047,708 |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
16,645 |
|
|
|
3,795,060 |
|
|
||
|
Kristin Wolfe |
— |
— |
|
440,934 |
|
|
|
881,867 |
|
|
|
1,763,735 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4,684 |
|
|
|
9,368 |
|
|
|
18,736 |
|
|
|
— |
|
|
|
2,135,904 |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,044 |
|
|
|
1,150,032 |
|
|
|
Jennifer Vecchio |
— |
— |
|
768,552 |
|
|
|
1,537,105 |
|
|
|
3,074,210 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
8,238 |
|
|
|
16,475 |
|
|
|
32,950 |
|
|
|
— |
|
|
|
3,756,300 |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,871 |
|
|
|
2,022,588 |
|
|
|
Travis Marquette |
— |
— |
|
597,829 |
|
|
|
1,195,657 |
|
|
|
2,391,314 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
5,553 |
|
|
|
11,106 |
|
|
|
22,212 |
|
|
|
— |
|
|
|
2,532,168 |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,981 |
|
|
|
1,363,668 |
|
|
|
Matthew Pasch |
— |
— |
|
237,098 |
|
|
|
474,196 |
|
|
|
948,392 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1,102 |
|
|
|
2,203 |
|
|
|
4,406 |
|
|
|
— |
|
|
|
502,284 |
|
|
|
|
5/1/25 |
2/18/25 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,186 |
|
|
|
270,408 |
|
|
Employment Arrangements with our NEOs
We have written employment agreements with each of our NEOs (other than Mr. Pasch, who is a participant in the Burlington Stores, Inc. Executive Severance Plan (the “Severance Plan”)) that provide for, among other things, the payment of base salary, reimbursement of certain costs and expenses, and for each NEO’s participation in our Annual Incentive Plan and employee benefit plans.
Our employment agreements (and, with respect to Mr. Pasch, pursuant to the terms of the Severance Plan) contain covenants that restrict each NEO’s ability to engage in or perform any activities that are competitive with our business or to solicit our associates away from our service during the NEO’s employment and for a period of two years thereafter. In addition, the NEOs may be entitled to certain payments and other benefits pursuant to the terms of each employment agreement (and, with respect to Mr. Pasch, pursuant to the terms of the Severance Plan) upon the termination of his or her employment with us. For additional information regarding amounts payable upon termination to each of our NEOs, see the discussion below under the caption entitled “Potential Payments Upon Termination or Change in Control.”
62 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal 2025 Year-End |
|
The table below sets forth information with respect to the outstanding option and stock awards held by each NEO as of January 31, 2026.
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||||||||
|
Name |
|
Grant |
|
Number of |
|
|
Number of |
|
|
Option |
|
|
Option |
|
|
Number of |
|
|
Market Value |
|
|
Equity Incentive |
|
|
Equity Incentive |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Michael O’Sullivan |
|
9/16/2019 |
|
|
174,235 |
|
|
|
— |
|
|
$ |
192.27 |
|
|
9/16/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
9/16/2019 |
|
|
18,227 |
|
|
|
— |
|
|
$ |
192.27 |
|
|
9/16/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2020 |
|
|
33,689 |
|
|
|
— |
|
|
$ |
179.46 |
|
|
5/1/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/3/2021 |
|
|
18,634 |
|
|
|
— |
|
|
$ |
326.73 |
|
|
5/3/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
23,222 |
|
|
|
7,740 |
|
|
$ |
211.68 |
|
|
5/2/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,877 |
|
|
$ |
851,189 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2023 |
|
|
18,415 |
|
|
|
18,416 |
|
|
$ |
186.61 |
|
|
5/1/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54,768 |
|
|
$ |
16,203,660 |
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,846 |
|
|
$ |
2,025,458 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2024 |
|
|
9,424 |
|
|
|
28,273 |
|
|
$ |
178.02 |
|
|
5/1/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59,132 |
|
|
$ |
17,494,794 |
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,088 |
|
|
$ |
3,280,496 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
— |
|
|
|
61,822 |
|
|
$ |
18,290,657 |
|
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,645 |
|
|
$ |
4,924,590 |
|
|
|
— |
|
|
|
— |
|
|
Kristin Wolfe |
|
8/1/2022 |
|
|
3,768 |
|
|
|
1,257 |
|
|
$ |
150.17 |
|
|
8/1/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
8/1/2022 |
|
|
31,814 |
|
|
|
— |
|
|
$ |
150.17 |
|
|
8/1/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
8/1/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
467 |
|
|
$ |
138,167 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2023 |
|
|
3,379 |
|
|
|
3,379 |
|
|
$ |
186.61 |
|
|
5/1/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,048 |
|
|
$ |
2,972,801 |
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,256 |
|
|
$ |
371,600 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2024 |
|
|
1,785 |
|
|
|
5,355 |
|
|
$ |
178.02 |
|
|
5/1/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,200 |
|
|
$ |
3,313,632 |
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,100 |
|
|
$ |
621,306 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,736 |
|
|
$ |
5,543,233 |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,044 |
|
|
$ |
1,492,318 |
|
|
|
— |
|
|
|
|
|
|
Jennifer Vecchio |
|
5/1/2019 |
|
|
10,534 |
|
|
|
— |
|
|
$ |
170.08 |
|
|
5/1/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2020 |
|
|
10,386 |
|
|
|
— |
|
|
$ |
179.46 |
|
|
5/1/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/3/2021 |
|
|
6,757 |
|
|
|
— |
|
|
$ |
326.73 |
|
|
5/3/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
6/7/2021 |
|
|
4,599 |
|
|
|
— |
|
|
$ |
303.67 |
|
|
6/7/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
12,510 |
|
|
|
4,170 |
|
|
$ |
211.68 |
|
|
5/2/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,550 |
|
|
$ |
458,583 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2023 |
|
|
11,617 |
|
|
|
11,617 |
|
|
$ |
186.61 |
|
|
5/1/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,548 |
|
|
$ |
10,221,371 |
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,319 |
|
|
$ |
1,277,819 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2024 |
|
|
5,022 |
|
|
|
15,069 |
|
|
$ |
178.02 |
|
|
5/1/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31,516 |
|
|
$ |
9,324,324 |
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,910 |
|
|
$ |
1,748,533 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
32,950 |
|
|
$ |
9,748,587 |
|
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,871 |
|
|
$ |
2,624,574 |
|
|
|
— |
|
|
|
— |
|
|
Travis Marquette |
|
10/4/2021 |
|
|
3,988 |
|
|
|
— |
|
|
$ |
277.24 |
|
|
10/4/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
10/4/2021 |
|
|
31,598 |
|
|
|
— |
|
|
$ |
277.24 |
|
|
10/4/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
6,434 |
|
|
|
2,144 |
|
|
$ |
211.68 |
|
|
5/2/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
797 |
|
|
$ |
235,800 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2023 |
|
|
4,962 |
|
|
|
4,963 |
|
|
$ |
186.61 |
|
|
5/1/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,760 |
|
|
$ |
4,366,894 |
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,845 |
|
|
$ |
545,862 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2024 |
|
|
3,386 |
|
|
|
10,159 |
|
|
$ |
178.02 |
|
|
5/1/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21,246 |
|
|
$ |
6,285,842 |
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,984 |
|
|
$ |
1,178,706 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
22,212 |
|
|
$ |
6,571,642 |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,981 |
|
|
$ |
1,769,539 |
|
|
|
— |
|
|
|
— |
|
|
Matt Pasch |
|
5/1/2018 |
|
|
282 |
|
|
|
— |
|
|
$ |
135.37 |
|
|
5/1/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2019 |
|
|
478 |
|
|
|
— |
|
|
$ |
170.08 |
|
|
5/1/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2020 |
|
|
728 |
|
|
|
— |
|
|
$ |
179.46 |
|
|
5/1/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/3/2021 |
|
|
577 |
|
|
|
— |
|
|
$ |
326.73 |
|
|
5/3/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
746 |
|
|
|
248 |
|
|
$ |
211.68 |
|
|
5/2/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/2/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
185 |
|
|
$ |
54,734 |
|
|
|
— |
|
|
|
— |
|
|
|
|
2/1/2023 |
|
|
33 |
|
|
|
33 |
|
|
$ |
234.15 |
|
|
2/1/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50 |
|
|
$ |
14,793 |
|
|
|
|
2/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25 |
|
|
$ |
7,397 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2023 |
|
|
695 |
|
|
|
695 |
|
|
$ |
186.61 |
|
|
5/1/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,034 |
|
|
$ |
305,919 |
|
|
|
|
5/1/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
517 |
|
|
$ |
152,960 |
|
|
|
— |
|
|
|
— |
|
|
|
|
10/9/2023 |
|
|
626 |
|
|
|
627 |
|
|
$ |
121.35 |
|
|
10/9/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
10/9/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,862 |
|
|
$ |
550,891 |
|
|
|
|
10/9/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
233 |
|
|
$ |
68,935 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2024 |
|
|
671 |
|
|
|
2,015 |
|
|
$ |
178.02 |
|
|
5/1/2034 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,214 |
|
|
$ |
1,246,754 |
|
|
|
|
5/1/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
791 |
|
|
$ |
234,025 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,406 |
|
|
$ |
1,303,559 |
|
|
|
|
5/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,186 |
|
|
$ |
350,890 |
|
|
|
— |
|
|
|
— |
|
|
Burlington Stores, Inc. 2026 Proxy Statement | 63 |
Table of Contents
EXECUTIVE COMPENSATION
Except as otherwise noted below, PSUs vest only in the event that the recipient remains continuously employed by us through the date the award is settled, in each case provided, however, that (a) the recipient’s award will vest as of the date of termination, assuming that performance goals were satisfied at target, in the event that the NEO’s employment is terminated by us without cause or the recipient resigns with good reason within two years following a change in control; and (b) the recipient’s award will vest on a pro-rata basis based on target performance in the event of death or disability or in the event of termination due to a reduction in force or retirement. In the event that Mr. O'Sullivan's employment is terminated prior to the vesting date (i) due to retirement, all unvested PSUs granted from and after 2025 will vest based on actual performance during the performance period; or (ii) due to a reduction in force or without cause (outside of the two year period following a change in control), all unvested PSU's granted from and after 2025 will vest on a pro rata basis based on actual performance during the performance period.
64 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
Fiscal 2025 Option Exercises and Stock Vested |
|
The following table sets forth information regarding stock options exercised by our NEOs, and the vesting of our NEOs’ stock awards during fiscal 2025.
|
Option Awards |
|
Stock Awards |
|
||||||||||||
Name |
Number of Shares |
Value Realized |
|
Number of |
Value Realized |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael O’Sullivan |
|
— |
|
|
|
— |
|
|
|
|
42,242 |
|
|
|
9,851,403 |
|
Kristin Wolfe |
|
— |
|
|
|
— |
|
|
|
|
11,775 |
|
|
|
2,961,811 |
|
Jennifer Vecchio |
|
— |
|
|
|
— |
|
|
|
|
23,165 |
|
|
|
5,405,281 |
|
Travis Marquette |
|
— |
|
|
|
— |
|
|
|
|
11,880 |
|
|
|
2,777,570 |
|
Matthew Pasch |
|
— |
|
|
|
— |
|
|
|
|
3,225 |
|
|
|
884,271 |
|
Pension Benefits |
|
The Company does not maintain any qualified or non-qualified defined benefit plans.
Nonqualified Deferred Compensation |
|
The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
|
Burlington Stores, Inc. 2026 Proxy Statement | 65 |
Table of Contents
EXECUTIVE COMPENSATION
Potential Payments Upon Termination or Change in Control |
|
The following is a discussion of payments and benefits that would be due to each of our NEOs upon the termination of his or her employment with us, including termination in connection with a change in control. The amounts in the “Potential Payments Upon Termination or Change in Control Table” below assume that each termination was effective as of January 30, 2026 (the last business day of fiscal 2025), and are merely illustrative of the impact of a hypothetical termination of each executive’s employment. In addition, the following discussion does not address the Amended Executive Severance Plan, as it was adopted in fiscal 2026. The amounts to be payable upon an actual termination of employment can only be determined at the time of such termination based on the facts and circumstances then prevailing.
Termination Without Cause or for Good Reason
Mr. Pasch will be entitled to receive the benefits described below under the Severance Plan in the event that his employment is involuntarily terminated without cause. Each other NEO will be entitled to receive the benefits described below under his or her employment agreement in the event that (i) his or her employment is terminated by us without cause, or by the NEO for good reason, or (ii) with respect to Ms. Vecchio, the term of Ms. Vecchio’s employment expires on the expiration date specified in her agreement (i.e., Ms. Vecchio receives notice of non-renewal):
Each NEO will be entitled to receive the Annual Incentive Payment, Severance Payment and Benefits Continuation, as applicable, only in the event that he or she:
For purposes of each NEO’s employment agreement, “cause” means the NEO (i) is convicted of a felony or other crime involving dishonesty toward us or material
misuse of our property; (ii) engages in willful misconduct or fraud with respect to us or any of our customers or suppliers or an intentional act of dishonesty or disloyalty in the course of his or her employment; (iii) refuses to perform his or her material obligations under his or her employment agreement which failure is not cured within 15 days of written notice to him or her; (iv) misappropriates one or more of our material assets or business opportunities; (v) breaches a Restrictive Covenant which breach, if capable of being cured, is not cured within 10 days of written notice to him or her; or (vi) with respect to Mr. O’Sullivan, Mr. Marquette or Ms. Wolfe, materially breaches his or her employment agreement or any written policy of the Company, including the Company’s policies prohibiting unlawful harassment, discrimination or retaliation, which breach, if capable of being cured, is not cured within 15 days after written notice to him or her. For purposes of the Severance Plan, “cause”, unless otherwise defined in any employment, consulting, change in control, severance or similar
66 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
agreement in effect between the Company or any of its subsidiaries and the associate, means termination due to the associate’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the associate’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the associate’s duties.
“Good reason” means the occurrence of any of the following events without the written consent of the NEO: (i) a material diminution of his or her duties or the assignment to him or her of duties that are inconsistent in any substantial respect with the position, authority or responsibilities associated with his or her position; (ii) except in the case of Ms. Wolfe, our requiring him or her to be based at a location which is 50 or more miles from his or her principal office location or place of employment; (iii) pursuant to each NEO’s employment agreement, a material breach by us of our obligations pursuant to his or her employment agreement (which breach goes uncured after notice and a reasonable opportunity to cure); or (iv) pursuant to the Severance Plan, a material diminution of the associate’s annual compensation. No such condition is deemed to be “good reason” unless (i) we are notified within 30 days of the initial existence of such condition and are provided with a period of 30 days from the date of notice to remedy the condition, and (ii) within 10 days after the expiration of such period (but in no event later than 120 days after the initial existence of the condition), the NEO actually terminates his or her employment with us by providing written notice of resignation for our failure to remedy the condition.
Termination for Any Other Reason
In the event that an NEO subject to an employment agreement is terminated for any other reason, other than in connection with a change in control, as further described below, including as a result of his or her death, disability, voluntary resignation for other than good reason or by resolution of our Board of Directors for cause, each employment agreement provides that he or she shall be entitled to receive only all previously earned and accrued but unpaid base salary, vacation and unpaid business expenses up to the date of such termination.
Pursuant to the Severance Plan, an associate working in any part, unit or function that is divested, outsourced, closed, or relocated to a different geographic area, and who is terminated as a direct result thereof, will be eligible for benefits under the Severance Plan. However, eligibility for such benefits will be forfeited if the associate resigns voluntarily prior to the specified termination date.
Change in Control
Each of our executive officers, including each NEO, is a participant in the CIC Severance Plan.
The CIC Severance Plan provides for the following severance benefits upon a termination of employment by us 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 CEO) 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 us 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.
|
Burlington Stores, Inc. 2026 Proxy Statement | 67 |
Table of Contents
EXECUTIVE COMPENSATION
Equity Grant Agreements
Equity Grant Agreements for NEOs
The terms of our equity grant agreements with each of our NEOs include certain provisions regarding accelerated vesting upon termination of employment under various circumstances, as detailed in the table below. In the event of a change in control, none of our equity awards will be accelerated in the absence of a qualifying termination of employment.
Event |
Stock Options(1) |
RSUs |
PSUs |
Change in Control and Termination |
Fully accelerate |
Fully accelerate |
Fully accelerate (at target) |
Death or Disability |
Fully accelerate |
Fully accelerate |
Pro-rated vesting based on target |
Retirement or Termination of |
Pro-rated vesting |
Pro-rated vesting |
Pro-rated vesting based on actual performance during the Performance Period |
Termination With Cause |
All vested and unvested awards terminate immediately |
All unvested awards terminate immediately |
All unvested awards terminate immediately |
Termination Without Cause or Resignation for Good Reason (Outside of the Two-Year Period Following a Change in Control)(3)
|
All unvested awards terminate immediately |
All unvested awards terminate immediately |
All unvested awards terminate immediately |
Potential Payments Upon Termination or Change in Control Table
The following table summarizes the compensation to be received by each NEO in the event of a termination or change in control as of the last business day of fiscal 2025.
|
Termination Without Cause or for Good Reason or |
|
|
Termination Without Cause or for Good Reason Within Two Years of Change in Control |
||||||
Name |
Severance |
Non-Equity |
Health |
Equity |
Equity |
Equity |
Severance Pay |
Non-Equity |
Health |
Equity Acceleration ($)(10) |
|
|
|
|
|
|
|
|
|
|
|
Michael O’Sullivan |
9,137,776 |
— |
34,016 |
3,979,021 |
30,339,570 |
42,160,822 |
11,442,220 |
3,039,070 |
42,520 |
51,173,309 |
Kristin Wolfe |
1,800,000 |
1,384,532 |
28,517 |
— |
6,041,722 |
8,808,225 |
3,583,734 |
881,867 |
28,517 |
11,207,946 |
Jennifer Vecchio |
2,380,778 |
2,413,255 |
18,761 |
— |
17,912,554 |
24,459,967 |
5,474,988 |
1,537,105 |
18,761 |
29,263,254 |
Travis Marquette |
2,006,246 |
1,877,182 |
18,706 |
— |
9,215,768 |
13,207,181 |
4,417,560 |
1,195,657 |
18,706 |
16,445,369 |
Matthew Pasch |
656,540 |
744,488 |
10,239 |
— |
1,867,633 |
2,819,392 |
2,241,472 |
474,196 |
20,479 |
3,461,408 |
68 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
participant’s target annual bonus; and (ii) an additional amount of $20,000 representing an estimate for the value of six months of outplacement assistance.
Pay Ratio |
|
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of all our associates and the annual total compensation of our CEO. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For fiscal 2025, our last completed fiscal year:
Based on this information, for fiscal 2025 the ratio of the annual total compensation of Mr. O’Sullivan, our CEO, to the median of the annual total compensation of all associates is estimated to be 1,584 to 1.
To identify the median of the annual total compensation of all our associates in fiscal 2025 and determine the annual total compensation of our fiscal 2025 median associate and the annual total compensation of our CEO, we took the following steps:
|
Burlington Stores, Inc. 2026 Proxy Statement | 69 |
Table of Contents
EXECUTIVE COMPENSATION
Pay Versus Performance
Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation actually paid” represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the “Compensation Discussion and Analysis” (the “CD&A”). The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to stock options, RSUs and PSUs which remain subject to forfeiture if the vesting conditions are not satisfied.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 |
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Year (1) |
|
Summary |
Compensation |
Average |
Average |
Total |
Peer Group |
Net Income |
Adjusted EBIT |
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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- 2025: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; and Matthew Pasch.
- 2024: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; and Matthew Pasch.
- 2023: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; Matthew Pasch; and Michael Allison.
- 2022: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; Michael Allison; and John Crimmins.
- 2021: John Crimmins; Jennifer Vecchio; Travis Marquette; Michael Allison; Mike Metheny; and Fred Hand.
70 | Burlington Stores, Inc. 2026 Proxy Statement |
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Table of Contents
EXECUTIVE COMPENSATION
Compensation Actually Paid Adjustments
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PLUS |
PLUS/(MINUS) |
PLUS |
PLUS/(MINUS) |
(MINUS) |
EQUALS |
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Change in Fair |
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Compensation |
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Michael O’Sullivan |
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2024 |
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2023 |
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Other NEOs (Average) (h) |
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Burlington Stores, Inc. 2026 Proxy Statement | 71 |
Table of Contents
EXECUTIVE COMPENSATION
Relationship Between Pay and Performance
We believe the “compensation actually paid” in each of the years reported above and over the five-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance.
As noted above, our incentive plans do not link “compensation actually paid” to our executive officers and our net income. Therefore, changes in “compensation actually paid” to our executive officers may not necessarily correlate to changes in our net income.
72 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link “compensation actually paid” to the NEOs for fiscal 2025. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program, including the Annual Incentive Plan and 2025 PSUs.
|
Burlington Stores, Inc. 2026 Proxy Statement | 73 |
Table of Contents
We maintain a Related Party Transactions Policy (the “Policy”), which sets forth the manner in which we consider, evaluate and where appropriate conduct transactions with related parties. We recognize that related party transactions can involve potential or actual conflicts of interest and pose the risk that they may be, or be perceived to have been, based on considerations other than the best interests of the Company or our stockholders. Accordingly, as a general matter, we exercise caution with regard to such transactions and approach them with particular care.
A “related party transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships), regardless of value, in which we (or any entity controlled by us) were, are or will be a participant, and in which any related party had, has or will have a direct or indirect material interest (including any transactions requiring disclosure under Item 404 of Regulation S-K promulgated under the Exchange Act). A “related party” is any of our directors or executive officers, any holder of more than 5% of our common stock or any immediate family member of any of these persons.
We review any relationships and transactions in which we and a related party are participants to determine whether such persons have a direct or indirect material interest. To identify potential related party transactions, we request certain information from our directors and executive officers. We then review the information provided for any related party transactions. The Audit Committee reviews and determines whether to approve any related party transaction subject to the Policy.
There were no related person transactions that would require disclosure under Item 404 of Regulation S-K under the Exchange Act since the beginning of fiscal year 2025 through the date of this proxy statement.
74 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Stockholder Proposals and Nominations for 2027 Annual Meeting of Stockholders
Rule 14a-8 Proposals. Stockholders may submit proposals for inclusion in our proxy materials in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2027 Annual Meeting of Stockholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received by us no later than December 3, 2026. We strongly encourage any stockholder interested in submitting a proposal to contact our General Counsel in advance of this deadline to discuss the proposal.
Director Nominations for Inclusion in our 2027 Proxy Materials (Proxy Access). A stockholder’s notice nominating directors intended to be included in the proxy statement for our 2027 Annual Meeting of Stockholders pursuant to the proxy access provisions of our Amended Bylaws must be delivered to or mailed and received at our principal executive offices, together with all supporting documentation required by our Amended Bylaws, not later than the close of business on December 3, 2026, being the 120th day prior to the first anniversary of the date that our definitive proxy statement was first made available to stockholders in connection with our 2026 Annual Meeting of Stockholders, nor earlier than the close of business on November 3, 2026, being the 150th day prior to the first anniversary of the date that our definitive proxy statement was first made available to stockholders in connection with our 2026 Annual Meeting of Stockholders.
Other Proposals or Nominations for the 2027 Annual Meeting. In accordance with our Amended Bylaws, for a proposal of a stockholder to be properly brought before our 2027 Annual Meeting of Stockholders, other than a stockholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 promulgated under the Exchange Act or any nomination of directors submitted pursuant to the proxy access provisions of our Amended Bylaws, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices, together with all supporting documentation required by our Amended Bylaws, not later than the close of business on February 18, 2027, being the 90th day prior to the first anniversary of our 2026 Annual Meeting of Stockholders, nor earlier than the close of business on January 19, 2027, being the 120th day prior to the first anniversary of our 2026 Annual Meeting of Stockholders.
Universal Proxy. In addition to satisfying the requirements under our Amended Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Burlington’s nominees must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act no later than March 20, 2027.
General Requirements. Each proposal submitted must be a proper subject for stockholder action, and all proposals and nominations must comply with the requirements of our Amended Bylaws, which should be carefully reviewed. Stockholder proposals and other notices should be delivered to Burlington Stores, Inc., Attention: General Counsel and Corporate Secretary, 2006 Route 130 North, Burlington, New Jersey 08016.
|
Burlington Stores, Inc. 2026 Proxy Statement | 75 |
Table of Contents
Stockholders Sharing the Same Address
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single set of proxy materials unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees.
A number of brokers with account holders who beneficially own our common stock may be “householding” our proxy materials. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent.
Upon request, Burlington will promptly deliver a separate copy of our proxy materials to any beneficial owner at a shared address to which a single copy of any of those materials was delivered. To receive a separate copy, you may write or call Burlington Investor Relations at Burlington Stores, Inc., 2006 Route 130 North, Burlington, New Jersey 08016, Attention: Investor Relations, telephone 855-973-8445.
Any stockholders who share the same address and currently receive multiple copies of our proxy materials, who wish to receive only one copy in the future, can contact our transfer agent, Equiniti Trust Company, LLC (if a registered holder), or their broker (if a beneficial holder), to request information about householding.
76 | Burlington Stores, Inc. 2026 Proxy Statement |
|
Table of Contents
Form 10-K
We will mail without charge, upon written or oral request, a copy of our fiscal 2025 10-K, including the Consolidated Financial Statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be sent to: Info@BurlingtonInvestors.com or Burlington Stores, Inc., 2006 Route 130 North, Burlington, New Jersey 08016, Attention: Investor Relations, telephone 855-973-8445. The fiscal 2025 10-K is also available in the Investor Relations section of our corporate website, which can be accessed at www.burlingtoninvestors.com, under “Financials—SEC Filings” or “Financials—Annual Reports & Proxies.”
Other Matters
The Board of Directors does not know of any other matters to be presented for stockholder action at the Annual Meeting. However, if other matters do properly come before the Annual Meeting or any adjournments or postponements thereof, the Board of Directors intends that the persons named in the proxies will vote upon such matter in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Karen Leu, Group Senior Vice President,
General Counsel and Corporate Secretary
Dated: April 2, 2026
|
Burlington Stores, Inc. 2026 Proxy Statement | 77 |
Table of Contents
Appendix A: Reconciliation of Non-GAAP Financial Measures
The following table shows the Company’s reconciliation of net income to Adjusted Net Income and Adjusted EPS for the periods indicated:
|
|
(unaudited) |
||||||||||||
|
|
(in thousands, |
||||||||||||
|
|
Fiscal Year Ended |
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January 31, |
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February 1, |
February 3, |
|||||||||
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|||
Reconciliation of net income to Adjusted Net Income: |
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|
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|
|
|
|
|
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|
|||
Net income |
|
$ |
610,153 |
|
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$ |
503,639 |
|
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$ |
339,649 |
|
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Net favorable lease costs (a) |
|
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7,742 |
|
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11,189 |
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|
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15,263 |
|
|
Loss on extinguishment of debt (b) |
|
|
— |
|
|
|
|
1,412 |
|
|
|
38,274 |
|
|
Costs related to debt amendments (c) |
|
|
112 |
|
|
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4,553 |
|
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97 |
|
|
Impairment charges – long-lived assets |
|
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9,857 |
|
|
|
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12,921 |
|
|
|
6,367 |
|
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Litigation matters (d) |
|
|
4,175 |
|
|
|
|
2,525 |
|
|
|
1,500 |
|
|
Layaway liabilities (e) |
|
|
(12,716 |
) |
|
|
|
— |
|
|
|
— |
|
|
Security tags (f) |
|
|
11,657 |
|
|
|
|
— |
|
|
|
— |
|
|
Tax effect (g) |
|
|
(5,297 |
) |
|
|
|
(8,298 |
) |
|
|
(7,770 |
) |
|
Adjusted Net Income |
|
$ |
625,683 |
|
|
|
$ |
527,941 |
|
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$ |
393,380 |
|
|
Diluted weighted average shares outstanding (h) |
|
|
64,126 |
|
|
|
|
64,595 |
|
|
|
64,917 |
|
|
Adjusted Earnings per Share |
|
$ |
9.76 |
|
|
|
$ |
8.17 |
|
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$ |
6.06 |
|
|
The following table shows the Company’s reconciliation of net income to Adjusted EBIT for the periods indicated:
|
|
(unaudited) |
||||||||||||
|
|
(in thousands) |
||||||||||||
|
|
Fiscal Year Ended |
||||||||||||
|
|
January 31, |
|
February 1, |
February 3, |
|||||||||
|
|
|
|
|
|
|
|
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|
|||
Reconciliation of net income to Adjusted EBIT |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
610,153 |
|
|
|
$ |
503,639 |
|
|
$ |
339,649 |
|
|
Interest expense |
|
|
71,041 |
|
|
|
|
69,522 |
|
|
|
78,399 |
|
|
Interest income |
|
|
(20,904 |
) |
|
|
|
(31,519 |
) |
|
|
(24,633 |
) |
|
Net favorable lease costs (a) |
|
|
7,742 |
|
|
|
|
11,189 |
|
|
|
15,263 |
|
|
Loss on extinguishment of debt (b) |
|
|
— |
|
|
|
|
1,412 |
|
|
|
38,274 |
|
|
Costs related to debt amendments (c) |
|
|
112 |
|
|
|
|
4,553 |
|
|
|
97 |
|
|
Impairment charges – long-lived assets |
|
|
9,857 |
|
|
|
|
12,921 |
|
|
|
6,367 |
|
|
Litigation matters (d) |
|
|
4,175 |
|
|
|
|
2,525 |
|
|
|
1,500 |
|
|
Layaway liabilities (e) |
|
|
(12,716 |
) |
|
|
|
— |
|
|
|
— |
|
|
Security tags (f) |
|
|
11,657 |
|
|
|
|
— |
|
|
|
— |
|
|
Income tax expense |
|
|
205,965 |
|
|
|
|
171,175 |
|
|
|
126,124 |
|
|
Adjusted EBIT |
|
$ |
887,082 |
|
|
|
$ |
745,417 |
|
|
$ |
581,040 |
|
|
|
Burlington Stores, Inc. 2026 Proxy Statement | A-1 |
Table of Contents
BURLINGTON STORES, INC. 2006 ROUTE 130 NORTH BURLINGTON, NJ 08016 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BURL2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V87989-P45575 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. BURLINGTON STORES, INC. The Board of Directors of Burlington Stores, Inc. unanimously recommends a vote FOR each director nominee named in Proposal 1, FOR Proposals 2 and 3, and for 1 YEAR on Proposal 4. 1. Election of Directors Nominees: 1a. Ted English 1b. Shira Goodman 1c. Jordan Hitch 1d. John Mahoney 1e. Laura Sen 1f. Michael Skirvin 1g. Paul Sullivan For Against Abstain 2. Ratification of the appointment of Deloitte & Touche LLP as Burlington Stores, Inc.’s independent registered certified public accounting firm for the fiscal year ending January 30, 2027 3. Approval, on a non-binding advisory basis, of the compensation of Burlington Stores, Inc.’s named executive officers ("Say-On-Pay") 4. Approval, on a non-binding basis, of the frequency of future Say-On-Pay votes For Against Abstain 1 Year 2 Years 3 Years Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V87990-P45575 BURLINGTON STORES, INC. ANNUAL MEETING OF STOCKHOLDERS MAY 19, 2026 8:00 A.M. EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Michael O’Sullivan, Kristin Wolfe and Karen Leu, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Burlington Stores, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m. Eastern Time, on May 19, 2026, virtually at www.virtualshareholdermeeting.com/BURL2026, and to vote on any other matters which may come before the Annual Meeting and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side
FAQ
What key items will Burlington Stores (BURL) stockholders vote on at the 2026 annual meeting?
When is Burlington Stores’ 2026 annual stockholder meeting and who can vote?
How did Burlington Stores (BURL) perform financially in fiscal 2025?
What capital and liquidity actions did Burlington Stores highlight in the proxy?
What governance practices does Burlington Stores (BURL) emphasize in its 2026 proxy?
How is Burlington Stores aligning executive pay with performance?
