8-K/ALeadership ChangesExhibits & Filings

Burlington Stores, Inc. 8-K/A Report, Executive Changes (Jun 17, 2019)

Filed June 17, 2019For Securities:BURL

Summary

This 8-K/A filing from Burlington Stores, Inc. (BURL) amends a prior filing to provide details on the compensation and terms for Thomas A. Kingsbury's transition from CEO to Executive Chairman. The key information for investors is that Mr. Kingsbury will continue his employment until February 1, 2020, providing transition services for the new CEO, Michael O’Sullivan. His compensation and benefits will remain at current levels during this period, and he will be eligible for his fiscal year 2019 bonus based on performance. Furthermore, Mr. Kingsbury will receive retirement vesting for his outstanding equity awards, contingent on providing consulting services post-transition. The filing clarifies that no severance will be paid upon the natural expiration of his Executive Chairman term on February 1, 2020. This announcement provides clarity on executive leadership transition and executive compensation, which are crucial for assessing management stability and future company direction.

Key Highlights

  • 1Thomas A. Kingsbury transitions from CEO to Executive Chairman effective upon Michael O'Sullivan's start as CEO.
  • 2Mr. Kingsbury's role as Executive Chairman will conclude on February 1, 2020, unless terminated earlier.
  • 3During his tenure as Executive Chairman, Mr. Kingsbury will receive compensation and benefits at his current levels.
  • 4Mr. Kingsbury remains eligible for his fiscal year 2019 bonus, subject to continued employment and performance.
  • 5He will be entitled to retirement vesting on outstanding equity awards, provided he offers consulting services for one year post-transition.
  • 6The agreement specifies that Mr. Kingsbury will not receive severance pay upon the expiration of his Executive Chairman term.
  • 7This amendment provides detailed terms of Mr. Kingsbury's service as Executive Chairman, supplementing a previous 8-K filing.

Frequently Asked Questions

This filing amends a previous 8-K to provide specific details regarding the terms and conditions of Thomas A. Kingsbury's service as Executive Chairman following his transition from CEO.

Mr. Kingsbury's compensation and benefits will continue at the same level as they were during 2019. He will also remain eligible for his fiscal year 2019 bonus, contingent on actual performance and his continued employment through the end of the fiscal year.

Mr. Kingsbury will be entitled to retirement vesting with respect to his outstanding equity awards, subject to his agreement to provide consulting services to the Company for one year after his term as Executive Chairman ends.

No, the Chairman Agreement clarifies that Mr. Kingsbury will not be entitled to any severance upon the natural expiration of his term as Executive Chairman on February 1, 2020. Severance provisions may apply if his employment is terminated earlier for reasons covered by his existing Employment Agreement.