burl-8k_20200520.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 20, 2020

 

BURLINGTON STORES, INC.

(Exact Name of Registrant As Specified In Charter) 

 

 

 

 

 

Delaware

001-36107

80-0895227

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2006 Route 130 North

Burlington, New Jersey 08016

(Address of Principal Executive Offices, including Zip Code)

(609) 387-7800

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

BURL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Item 5.07.Submission of Matters to a Vote of Security Holders

Burlington Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 20, 2020. A total of 62,131,813 shares of the Company’s common stock, representing approximately 94.5% of the shares outstanding and eligible to vote and constituting a quorum, were present or represented by proxy at the Annual Meeting. The Company’s stockholders voted on the following proposals at the Annual Meeting:

 

the election of three directors of the Company to serve for a term of three years;

 

the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending January 30, 2021;

 

an advisory vote regarding the compensation of the Company’s named executive officers (“Say-On-Pay”); and

 

an advisory vote regarding the frequency of future Say-On-Pay votes.

The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2020.  The final voting results with respect to each proposal are set forth below.

1.  Election of Directors

Name

 

For

Against

Abstained

Broker Non-Votes

Ted English

60,317,435

220,205

25,892

1,568,281

Jordan Hitch

58,973,976

1,585,203

4,353

1,568,281

Mary Ann Tocio  

60,010,244

549,373

3,915

1,568,281

2.  Ratification of Appointment of Independent Registered Certified Public Accounting Firm

For

 

Against

Abstained

Broker Non-Votes

60,413,610

1,713,197

5,006

0

3.  Advisory Vote on Compensation of Named Executive Officers

For

 

Against

Abstained

Broker Non-Votes

54,217,567

6,338,930

7,035

1,568,281

4.  Advisory Vote on Frequency of Future Say-On-Pay Votes

Every 1 Year

 

Every 2 Years

Every 3 Years

Abstained

Broker Non-Votes

60,162,330

7,413

382,624

11,165

1,568,281

The Company has considered these voting results and determined, consistent with the Board of Directors' recommendation, that an advisory vote regarding the compensation of the Company’s named executive officers will be submitted to stockholders on an annual basis until the next required vote on frequency or until the Board of Directors otherwise determines that a different frequency is in the best interest of the Company’s stockholders.


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BURLINGTON STORES, INC.

 

/s/ David Glick

 

 

David Glick

 

 

Senior Vice President of Investor Relations and Treasurer

 

 

Date: May 27, 2020