8-KCorporate ChangesExhibits & Filings

Burlington Stores, Inc. 8-K Report, Bylaw Amendment (Feb 27, 2018)

Filed February 27, 2018For Securities:BURL

Summary

Burlington Stores, Inc. (BURL) filed an 8-K on February 27, 2018, detailing amendments to its Amended and Restated Bylaws, effective February 21, 2018. The most significant change is the adoption of a majority voting standard for uncontested director elections. Under this new standard, director nominees must receive more votes cast 'for' than 'against' them to be elected, a shift from the previous plurality standard. This aims to enhance shareholder accountability in director elections. Additionally, the Restated Bylaws include an advance notice provision requiring stockholder nominees to affirm their intention to serve for the full term. The Lead Independent Director will now preside over Board meetings in the absence of the Chairman. These amendments, while largely procedural, reflect an ongoing effort by the company to refine its corporate governance practices and align with shareholder interests.

Key Highlights

  • 1Adoption of a majority voting standard for uncontested director elections.
  • 2Director nominees must now receive more 'for' votes than 'against' votes in uncontested elections.
  • 3Plurality voting standard remains in place for contested director elections.
  • 4Introduction of an advance notice requirement for stockholder nominees to confirm intent to serve full term.
  • 5Lead Independent Director will preside over Board meetings when the Chairman is absent.
  • 6Minor ministerial and technical edits to the Bylaws were also made.

Frequently Asked Questions

The most significant change is the adoption of a majority voting standard for director elections that are not contested. This means that for a director nominee to be elected, they must receive more votes cast in favor of their election than votes cast against it, assuming the election is not contested.

This change enhances shareholder power by requiring directors to secure a majority of the votes cast to be elected in uncontested situations. Previously, directors could be elected with a plurality of votes, meaning they could win even if more votes were cast against them than for them, as long as they received more 'for' votes than any other single candidate.

Yes, the amended bylaws now require any stockholder nominee for election to the Board to provide a written statement confirming their intention to serve as a director for the entire term they are seeking election.

The Lead Independent Director's role is enhanced as they will now preside over Board meetings in the absence of the Chairman of the Board. This provides for clear leadership at Board meetings when the Chairman is unavailable.