Burlington Stores (BURL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, will be held virtually, with all shareholders as of March 26, 2025, eligible to vote on key proposals.

• Company reported strong fiscal 2024 results: $10.6B in net sales, 9% sales growth, 48% net income increase, and significant liquidity improvements.

• Strategic focus remains on comparable store sales growth, expanding the retail base, and enhancing operating margins.

Voting matters and shareholder proposals

• Four directors nominated for election to one-year terms as part of a phased board declassification.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 31, 2026.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Approval sought for the First Amendment to the 2022 Omnibus Incentive Plan, increasing available shares and clarifying share recycling provisions.

• No stockholder proposals included for this meeting.

Board of directors and corporate governance

• Board will be fully declassified by 2027; 10 of 11 directors are independent, with an independent Chair.

• Board diversity: 36% women, 27% ethnically/racially diverse; average tenure 8.6 years.

• Majority voting standard for director elections; proxy access for shareholders holding 3%+ for 3 years.

• Annual board, committee, and director self-evaluations; robust stockholder engagement program.

• No stockholder rights plan or poison pill; director compensation primarily in stock.