8-KLeadership ChangesMaterial AgreementsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Material Agreement (Jan 20, 2017)

Filed January 20, 2017For Securities:BURL

Summary

This 8-K filing by Burlington Stores, Inc. (BURL) on January 20, 2017, primarily details material changes to executive compensation arrangements. The most significant update concerns the company's CEO, Thomas Kingsbury, whose employment agreement was amended to increase his base salary and provide for a substantial restricted stock grant, alongside favorable terms for future long-term incentive awards. This move by the Board of Directors reflects their confidence in Mr. Kingsbury's leadership and the company's sustained strong performance and growth. Furthermore, the filing announces three significant senior executive promotions: Jennifer Vecchio to Chief Merchandising Officer/Principal, Marc Katz to Chief Financial Officer/Principal, and Fred Hand to Chief Customer Officer/Principal. These promotions are accompanied by adjustments to their base salaries, annual incentive targets, and equity incentive percentages, as well as new restricted stock and stock option grants. These executive changes and compensation adjustments underscore the company's strategy to retain and incentivize key talent driving its ongoing success.

Key Highlights

  • 1CEO Thomas Kingsbury's employment agreement amended, increasing his annual base salary to $1,300,000.
  • 2Mr. Kingsbury to receive a one-time grant of 100,000 shares of restricted common stock vesting over four years, with accelerated vesting provisions.
  • 3LTIP award value for Mr. Kingsbury in 2017-2019 will not be reduced by the value of his vesting stock options from June 2013.
  • 4Three senior executive promotions announced: Jennifer Vecchio (Chief Merchandising Officer/Principal), Marc Katz (Chief Financial Officer/Principal), and Fred Hand (Chief Customer Officer/Principal).
  • 5Promoted executives received base salary increases, higher annual incentive targets (100% of base salary), and increased equity incentive percentages for LTIP awards.
  • 6New restricted stock and stock option grants were awarded to Marc Katz and Fred Hand, with Jennifer Vecchio receiving a prorated LTIP grant comprising restricted stock and stock options.
  • 7The company cites strong sustained performance, consistent growth, and significant stockholder value delivery under Mr. Kingsbury's leadership as reasons for compensation adjustments.

Frequently Asked Questions

The filing reports an amendment to CEO Thomas Kingsbury's employment agreement and announces three senior executive promotions: Jennifer Vecchio to Chief Merchandising Officer/Principal, Marc Katz to Chief Financial Officer/Principal, and Fred Hand to Chief Customer Officer/Principal.

Mr. Kingsbury's annual base salary has been increased to $1,300,000, and he will receive a one-time grant of 100,000 shares of restricted common stock. Additionally, the value of his future LTIP awards (2017-2019) will not be negatively impacted by the vesting of his prior stock options.

Jennifer Vecchio, Marc Katz, and Fred Hand have all received increases in their annual base salaries, an increase in their annual incentive targets to 100% of their base salary, and higher equity incentive percentages for Long-Term Incentive Plan (LTIP) awards. They also received new stock grants.

The company's Board of Directors determined these adjustments were appropriate due to Burlington Stores' strong sustained performance, consistent growth, and delivery of significant stockholder value under Mr. Kingsbury's leadership. The promotions reflect a strategy to reward and retain key executives driving the company's success.