Burlington Stores Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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, 2025

BURLINGTON STORES, INC.

(Exact Name of Registrant As Specified In Charter)

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:

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

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. ☐

First Amendment to Burlington Stores, Inc. 2022 Omnibus Incentive Plan

At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Burlington Stores, Inc. (the "Company") held on May 20, 2025, the Company’s stockholders approved the First Amendment (the "First Amendment") to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (the “Amended 2022 Plan”). The First Amendment provides for an increase in the number of shares of Company common stock subject to the Amended 2022 Plan by 3,100,000 and clarifies that shares tendered to the Company or withheld by the Company subject to a stock appreciation right will not be made available again for issuance under the Amended 2022 Plan.

A more complete description of the First Amendment and the Amended 2022 Plan is contained in the definitive proxy statement for the Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on April 3, 2025, which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

A total of 60,442,014 shares of the Company’s common stock, representing approximately 96% of the shares outstanding and eligible to vote and constituting a quorum, were voted at the Annual Meeting. The Company’s stockholders voted on the following proposals at the Annual Meeting:

The proposals are described in more detail in the Proxy Statement. The final voting results with respect to each proposal are set forth below.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

Date: May 27, 2025