Burlington Stores (BURL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, in a virtual-only format, with all shareholders as of March 25, 2026, eligible to vote on key proposals.

• Strong fiscal 2025 performance: net sales rose 9% to $11.5B, net income up 21% to $610M, and 104 net new stores opened.

• Enhanced liquidity with $2.2B at year-end, retired convertible notes, upsized credit facilities, and $251M returned to shareholders via buybacks.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms as part of board declassification.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of future Say-on-Pay votes (board recommends annual vote).

• No shareholder proposals included for this meeting.

Board of directors and corporate governance

• Board will be fully declassified by 2027; currently 11 of 12 directors are independent.

• Independent Chair, majority voting standard, proxy access, and robust stock ownership guidelines in place.

• Board diversity: 33% women, 25% ethnically/racially diverse, average tenure 8.8 years.

• Annual board, committee, and director self-evaluations; regular refreshment and committee rotations.

• No stockholder rights plan or poison pill; no unequal voting rights.