8-KLeadership ChangesShareholder MattersExhibits & Filings

Burlington Stores, Inc. 8-K Report, Executive Changes (May 24, 2022)

Filed May 24, 2022For Securities:BURL

Summary

Burlington Stores, Inc. (BURL) filed an 8-K on May 24, 2022, detailing the approval of its 2022 Omnibus Incentive Plan by stockholders at the Annual Meeting held on May 18, 2022. This new plan replaces the 2013 Omnibus Incentive Plan and is designed to attract, retain, and reward eligible employees, consultants, and non-employee directors by offering various stock and cash-based incentives. The plan includes provisions for stock options, restricted stock units, and other performance-based awards, with a reserve of 5,470,000 shares plus any remaining from the prior plan. The filing also reports the voting results from the Annual Meeting. Key outcomes include the election of three directors (John J. Mahoney, Laura J. Sen, and Paul J. Sullivan), the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2023, an advisory vote on executive compensation, and the significant approval of the aforementioned 2022 Omnibus Incentive Plan. The overall voting turnout was strong, with over 96% of outstanding shares represented, indicating active shareholder engagement.

Key Highlights

  • 1Stockholder approval of the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (the '2022 Plan') at the May 18, 2022 Annual Meeting.
  • 2The 2022 Plan replaces the previous 2013 Omnibus Incentive Plan, with updates to share availability and administrative features.
  • 3The purpose of the 2022 Plan is to align incentives for employees, consultants, and directors with stockholder interests, aiming to enhance company value.
  • 4The plan allows for grants of various awards including stock options, restricted stock units, and performance-based awards.
  • 5A reserve of 5,470,000 shares, plus unused shares from the prior plan, is authorized for grants under the 2022 Plan, using a fungible share counting method.
  • 6Election of three directors: John J. Mahoney, Laura J. Sen, and Paul J. Sullivan, to three-year terms.
  • 7Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2023.

Frequently Asked Questions

The primary purpose of the 2022 Plan is to enhance the profitability and value of Burlington Stores for its stockholders by providing incentives (cash and stock-based) to attract, retain, and reward eligible employees, consultants, and non-employee directors, thereby strengthening the alignment of their interests with those of the stockholders.

The 2022 Plan authorizes 5,470,000 shares of Company common stock for grants, plus any shares that remained available for future grant under the Prior Plan as of the 2022 Plan's effectiveness. It uses a fungible share counting method where full value awards reduce the reserve by two shares for every one granted, and appreciation awards (options and SARs) reduce it on a one-for-one basis.

The 2022 Plan allows for the grant of various awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, other stock-based awards, other cash-based awards, and performance awards.

Yes, besides the approval of the 2022 Plan, stockholders also voted on and approved the election of three directors, the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2023, and an advisory vote on the compensation of named executive officers. All proposals received strong support from shareholders.