8-KShareholder Matters

Burlington Stores, Inc. 8-K Report, Shareholder Vote Results (May 26, 2026)

Filed May 26, 2026For Securities:BURL

Summary

Burlington Stores, Inc. (BURL) filed an 8-K detailing the results of its annual meeting of stockholders held on May 19, 2026. The meeting saw high participation, with approximately 95% of outstanding shares represented, indicating strong shareholder engagement. Key proposals voted on included the election of seven directors, ratification of Deloitte & Touche LLP as the independent auditor, an advisory vote on executive compensation, and the frequency of future advisory votes on executive compensation. All proposals received substantial support from shareholders. The election of all seven directors passed with a significant majority, and the appointment of Deloitte & Touche LLP as the independent auditor was ratified. Notably, the advisory "Say-On-Pay" vote also passed, although with a notable number of dissenting votes. Shareholders overwhelmingly supported holding the advisory vote on executive compensation annually. These results suggest continued confidence in the company's board and financial oversight, with a clear preference for annual review of executive pay.

Key Highlights

  • 1High shareholder participation at the annual meeting, with approximately 95% of eligible shares voted.
  • 2All seven nominated directors were elected to serve for a one-year term.
  • 3Deloitte & Touche LLP was ratified as the company's independent registered public accounting firm for fiscal year ending January 30, 2027.
  • 4The advisory "Say-On-Pay" vote regarding executive compensation received majority support, but with a considerable number of against votes (approximately 12% of votes cast excluding abstentions and broker non-votes).
  • 5Shareholders overwhelmingly approved holding the advisory vote on executive compensation on an annual basis.
  • 6A significant number of broker non-votes were recorded across most proposals, which is typical for routine annual meetings.

Frequently Asked Questions

The main outcomes include the election of all seven nominated directors, the ratification of Deloitte & Touche LLP as the independent auditor, approval of the company's executive compensation in an advisory vote, and a shareholder decision to hold advisory votes on executive compensation annually.

While all proposals passed, the advisory vote on executive compensation ("Say-On-Pay") saw a notable level of opposition, with approximately 12% of the votes cast (excluding abstentions and broker non-votes) voting against it. This suggests some shareholder concern regarding executive pay.

Broker non-votes occur when a broker holding shares in "street name" for a client does not have discretionary voting authority on a particular proposal and the client has not provided instructions. While they indicate shares present for quorum, they do not count towards or against a proposal's outcome. A high number of broker non-votes, as seen here on the director elections and Say-on-Pay, can sometimes reduce the decisive margin for a vote, though in this case, all proposals passed comfortably.

Shareholders voted in favor of holding the advisory vote on executive compensation annually. The company has determined that this frequency will continue until the next required vote on frequency or unless the Board of Directors decides otherwise in the best interest of stockholders.