01—Abstract
Summary
Summary of the 8-K filed May 26, 2026. Cited figures are marked; the original filing is the authoritative source.
Burlington Stores, Inc. (BURL) filed this Form 8-K to report the voting results of its annual stockholder meeting held May 19, 2026.
Holders of 59,553,183 shares, about 95%a of shares outstanding and eligible to vote, were represented, which exceeded the quorum requirement. Stockholders elected all seven directors to one-year terms, ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026 (ending January 30, 2027), approved the advisory say-on-pay proposal, and chose an annual frequency for future say-on-pay votes. The filing reports no changes to the company's governance structure beyond these routine matters.
The election results were broadly supportive, but one director drew meaningful opposition. Jordan Hitch received 6.96 million votes against, roughly 11.9%b of votes cast for or against him, while the other six nominees each received under 2.1 million against votes. Auditor ratification was strong, with about 96.4% of total shares voted in favor.
The say-on-pay proposal passed with roughly 87.9%c of votes cast in favor, excluding broker non-votes. That is a solid endorsement, though about 7.0 million shares voted against executive pay, which suggests some investor concern about compensation practices. The frequency vote was decisive, with about 99% of votes cast favoring an annual say-on-pay vote.
The board has adopted that cadence, so stockholders will be asked to vote on executive compensation every year until the next frequency vote or until the board decides otherwise. For investors, the filing signals stable governance and continued shareholder oversight of pay and directors, with the Hitch and say-on-pay opposition as the main points to monitor.
02—Key points
Key Highlights
- Stockholders representing about 95% of shares eligible to vote (59,553,183 shares) attended the May 19, 2026 annual meeting, meeting the quorum requirement.
- All seven director nominees were elected to one-year terms, with the lowest support going to Jordan Hitch (about 51.4 million for vs. 7.0 million against and abstentions).
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for fiscal 2026 with about 96.4% of total shares voted in favor.
- The advisory say-on-pay proposal passed with about 87.9% of votes cast in favor (51.3 million for vs. 7.0 million against), excluding broker non-votes.
- Stockholders overwhelmingly favored an annual say-on-pay vote (about 57.9 million votes, or roughly 99% of votes cast), and the board adopted that frequency.
- The 8-K discloses no unusual governance changes, financial results, or transactions; the filing covers routine annual meeting matters only.
03—Questions
Frequently Asked Questions
Did any director fail to win stockholder support at the 2026 annual meeting?
No director failed to be elected, since each nominee received far more 'for' votes than 'against' votes. Jordan Hitch had the weakest support, with about 6.96 million votes against and roughly 11.9% of votes cast for or against him. John Mahoney (about 1.8 million against) and Paul Sullivan (about 1.1 million against) also drew more opposition than the other nominees.
How did shareholders vote on executive compensation?
The advisory say-on-pay proposal passed, with 51,330,197 votes for and 6,993,967 against, about 87.9% support among votes cast. Because the vote is advisory, it does not bind the board, but the level of opposition is worth watching for signs of investor pressure on pay practices.
How often will Burlington hold say-on-pay votes going forward?
Stockholders overwhelmingly preferred an annual vote, with about 57.85 million votes for every one year, compared with about 0.5 million for every three years and under 5,000 for every two years. The board determined that the say-on-pay vote will be held annually until the next frequency vote or until the board decides a different cadence is in the company's best interest.
Who is the company's auditor, and was the appointment approved?
Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 30, 2027. The proposal received 57,429,806 votes for, 2,105,955 against, and 17,422 abstentions, indicating strong stockholder support for the existing auditor.
04—Continue