Exhibit 3.1
AMENDED AND RESTATED BYLAWS
OF BURLINGTON STORES, INC.
A Delaware corporation
(Adopted as of November 16, 2022)
OFFICES
MEETINGS OF STOCKHOLDERS
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The foregoing notice requirements of this Section 11(a)(3) of ARTICLE II shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.
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DIRECTORS
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OFFICERS
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Any Assistant Secretary, if there is such an officer, shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer, President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors), shall perform the duties and exercise the powers of the Secretary.
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STOCK
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GENERAL PROVISIONS
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INDEMNIFICATION
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EMERGENCY BYLAWS
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AMENDMENTS
These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Article Nine, Section 2 of the Certificate of Incorporation.
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