Burlington Stores, Inc. Files Definitive Proxy Statement

Ticker: BURL · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 1579298

Burlington Stores, Inc. DEF 14A Filing Summary
FieldDetail
CompanyBurlington Stores, Inc. (BURL)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$9.7 billion, $9,727 million, $8,703 million, $110 m, $340 m
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting, Burlington Stores

TL;DR

<b>Burlington Stores, Inc. has filed its Definitive Proxy Statement (DEF 14A) on April 5, 2024, detailing executive compensation and shareholder matters for the period ending May 22, 2024.</b>

AI Summary

Burlington Stores, Inc. (BURL) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Filing type is DEF 14A, filed on April 5, 2024. The report's period of reference is May 22, 2024. Company's fiscal year ends on February 1st. The company was formerly known as Burlington Holdings, Inc. The filing includes details on stock option and stock awards granted in prior and current fiscal years.

Why It Matters

For investors and stakeholders tracking Burlington Stores, Inc., this filing contains several important signals. This filing is crucial for investors to understand executive compensation structures and potential impacts on shareholder value. Shareholders can use this document to make informed decisions regarding voting on proposals at the upcoming annual meeting.

Risk Assessment

Risk Level: low — Burlington Stores, Inc. shows low risk based on this filing. The risk is low as this is a routine DEF 14A filing, which is standard for public companies to disclose executive compensation and governance information.

Analyst Insight

Review the executive compensation details and any shareholder proposals to assess potential impacts on the company's strategic direction and financial performance.

Key Numbers

  • 2024-04-05 — Filing Date (Date the DEF 14A was filed)
  • 2024-05-22 — Period of Report (The period the report is as of)
  • 0201 — Fiscal Year End (Company's fiscal year end date)

Key Players & Entities

  • Burlington Stores, Inc. (company) — Filer
  • Burlington Holdings, Inc. (company) — Former company name

FAQ

When did Burlington Stores, Inc. file this DEF 14A?

Burlington Stores, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Burlington Stores, Inc. (BURL).

Where can I read the original DEF 14A filing from Burlington Stores, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Burlington Stores, Inc..

What are the key takeaways from Burlington Stores, Inc.'s DEF 14A?

Burlington Stores, Inc. filed this DEF 14A on April 5, 2024. Key takeaways: Filing type is DEF 14A, filed on April 5, 2024.. The report's period of reference is May 22, 2024.. Company's fiscal year ends on February 1st..

Is Burlington Stores, Inc. a risky investment based on this filing?

Based on this DEF 14A, Burlington Stores, Inc. presents a relatively low-risk profile. The risk is low as this is a routine DEF 14A filing, which is standard for public companies to disclose executive compensation and governance information.

What should investors do after reading Burlington Stores, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to assess potential impacts on the company's strategic direction and financial performance. The overall sentiment from this filing is neutral.

How does Burlington Stores, Inc. compare to its industry peers?

Burlington Stores operates in the retail department store sector, a competitive industry characterized by evolving consumer preferences and economic sensitivities.

Are there regulatory concerns for Burlington Stores, Inc.?

As a publicly traded company, Burlington Stores is subject to SEC regulations, including the requirement to file a Definitive Proxy Statement (DEF 14A) for shareholder meetings.

Industry Context

Burlington Stores operates in the retail department store sector, a competitive industry characterized by evolving consumer preferences and economic sensitivities.

Regulatory Implications

As a publicly traded company, Burlington Stores is subject to SEC regulations, including the requirement to file a Definitive Proxy Statement (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review any shareholder proposals and the board's recommendations.
  3. Note the dates for the upcoming shareholder meeting and any related deadlines.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies and does not represent a change from previous filings of the same type.

Filing Stats: 4,408 words · 18 min read · ~15 pages · Grade level 17.7 · Accepted 2024-04-05 16:16:24

Key Financial Figures

  • $9.7 billion — ed off-price retailer with net sales of $9.7 billion for the fiscal year ended February 3, 2
  • $9,727 million — 022"): We generated total revenues of $9,727 million compared with $8,703 million in fiscal
  • $8,703 million — evenues of $9,727 million compared with $8,703 million in fiscal 2022 Total sales increased
  • $110 m — ased 12% Net income increased 48%, or $110 million, to $340 million, or $5.23 per sh
  • $340 m — come increased 48%, or $110 million, to $340 million, or $5.23 per share vs. $3.49 per
  • $5.23 — %, or $110 million, to $340 million, or $5.23 per share vs. $3.49 per share in fiscal
  • $3.49 — to $340 million, or $5.23 per share vs. $3.49 per share in fiscal 2022, an increase o
  • $18 million — y 28, 2023, and excluding approximately $18 million of expenses associated with the acquisi
  • $405 million — Adjusted Net Income increased 44% to $405 million and Adjusted EPS was $6.24 vs. $4.26, a
  • $6.24 — 4% to $405 million and Adjusted EPS was $6.24 vs. $4.26, an increase of 46%; and Ad
  • $4 — million and Adjusted EPS was $6.24 vs. $4.26, an increase of 46%; and Adjusted
  • $166 m — ; and Adjusted EBIT increased 39%, or $166 million, to $596 million We opened 80 n
  • $596 million — EBIT increased 39%, or $166 million, to $596 million We opened 80 net new stores In fisca
  • $110 million — e year, we used excess cash to pay down $110 million of our 2.25% Convertible Senior Notes d
  • $232 million — enior Notes due in 2025 and we returned $232 million to stockholders through common stock re

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 46 Compensation Discussion and Analysis 46 Report of the Compensation Committee 63 Compensation Committee Interlocks and Insider Participation 63 Compensation-Related Risk 63 Fiscal 2023 Summary Compensation Table 65 Fiscal 2023 Grants of Plan-Based Awards 67 Outstanding Equity Awards at Fiscal 2023 Year-End 68 Fiscal 2023 Option Exercises and Stock Vested 70 Pension Benefits 71 Nonqualified Deferred Compensation 71 Potential Payments Upon Termination or Change in Control 71 Pay Ratio 75 Pay Versus Performance 76 PROPOSAL NO. 4—APPROVAL OF AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROVIDING FOR OFFICER EXCULPATION UNDER DELAWARE LAW 79 General 79 Proposed Charter Amendment 79 Recommendation of the Board of Directors 80 PROPOSAL NO. 5—APPROVAL OF AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS 81 General 81 Proposed Charter Amendment 81 Recommendation of the Board of Directors 82 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 83 STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS 84 STOCKHOLDERS SHARING THE SAME ADDRESS 85 FORM 10-K 86 OTHER MATTERS 86 APPENDIX A: Reconciliation of Non-GAAP Financial Measures 87 APPENDIX B: Proposed Amendment and Restatement of the Company's Certificate of Incorporation 88 Burlington Stores, Inc. 2024 Proxy Statement | i Table of Contents Safe Harbor Statement This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements other than statements of historical fact included in this Proxy Statement, including those about our growth strategy, our diversity, equity and inclus

Executive Compensation Program Highlights

Executive Compensation Program Highlights Our objective is to have an executive compensation program that will allow us to attract and retain executive officers of a caliber and level of experience necessary to effectively manage our business and to motivate those executive officers to drive stockholder value, consistent with our Core Values as described on page 33. In fiscal 2023, approximately 90% of the target annual compensation for Mr. O'Sullivan, our Chief Executive Officer (the "CEO"), and approximately 81% of the average target annual compensation for our named executive officers ("NEOs") other than Mr. O'Sullivan and Matt Pasch, who was promoted to the position of Executive Vice President and Chief Human Resources Officer mid-year, was "at-risk." Significant features of our executive compensation program include: Alignment of pay with Company financial performance Fifty percent of annual long-term incentive grants to NEOs is in the form of a performance stock unit ("PSU") award Balance short-term and long-term incentives Annual stockholder Say-on-Pay votes Compensation Committee uses independent consultant Annual compensation risk assessment Independent Compensation Committee Robust CEO and executive stock ownership guidelines Limits on annual incentive award and PSU award payments Robust compensation recoupment (or "clawback") policy Regular review of share utilization No excise tax gross-ups No stock options granted below fair market value No option repricing without stockholder approval No hedging or pledging of Company stock by executive officers or directors No automatic "single-trigger" change in control vesting of equity awards No pension plans or supplemental executive retirement plans (SERPs) No guaranteed bonuses or salary increases No evergreen provision or reload options No liberal share recycling Please see the Compensation Discussion and Analysis beginning on page 46 for an overview of our execut

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.