Explanatory Note
As reported in a Current Report onForm 8-K filed on April 23, 2019 (the “OriginalForm 8-K”), Thomas A. Kingsbury will step down as Chief Executive Officer of Burlington Stores, Inc. (the “Company”), effective as of the date on which the Company’s new Chief Executive Officer, Michael O’Sullivan, commences employment with the Company. Upon stepping down as Chief Executive Officer, Mr. Kingsbury will assume the role of Executive Chairman of the Company’s Board of Directors (the “Board”).
ThisForm 8-K/A amends the OriginalForm 8-K to provide information regarding the terms of Mr. Kingsbury’s service as Executive Chairman.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 14, 2019, the Company and Mr. Kingsbury entered into an agreement governing the terms of his service as Executive Chairman (the “Chairman Agreement”), which supplements the terms of the Employment Agreement by and among Mr. Kingsbury, Burlington Coat Factory Warehouse Corporation, and Burlington Coat Factory Holdings, Inc., dated as of December 2, 2008, as amended (the “Employment Agreement”). The Chairman Agreement provides that, upon the commencement of Mr. O’Sullivan’s employment with the Company, Mr. Kingsbury will step down as Chief Executive Officer and assume the position of Executive Chairman. Mr. Kingsbury’s employment as Executive Chairman will continue until February 1, 2020 (the “Term”), unless terminated earlier by the Company or Mr. Kingsbury. During the Term, Mr. Kingsbury will provide transition and other related services to the Company to transition his executive responsibilities to Mr. O’Sullivan and will perform such other duties normally assigned to an Executive Chairman of a publicly-traded corporation. Under the terms of the Chairman Agreement, at the expiration of the Term, Mr. Kingsbury will be deemed to have resigned from all positions with the Company, including as a member of the Board, unless otherwise agreed to by the parties.
During the Term, Mr. Kingsbury’s compensation and benefits will continue at the same level as they have been during 2019 and Mr. Kingsbury will remain eligible to receive a bonus under the Company’s fiscal year 2019 annual incentive program, based on actual performance during fiscal year 2019 and subject to Mr. Kingsbury’s continued employment through the end of such fiscal year. In addition, the Chairman Agreement provides that Mr. Kingsbury will be entitled to receive retirement vesting with respect to his outstanding equity awards, as contemplated by the Employment Agreement and subject to Mr. Kingsbury agreeing to provide consulting services to the Company during theone-year period following his termination as Executive Chairman in accordance with the terms of his Employment Agreement. Mr. Kingsbury’s employment as Executive Chairman may be terminated prior to the expiration of the Term by the Company or by Mr. Kingsbury for any reason. Any termination prior to the expiration of the Term generally will be governed by the applicable provisions of the Employment Agreement, including provisions under the Employment Agreement entitling Mr. Kingsbury to certain severance or termination-related payments and benefits. The Chairman Agreement clarifies, however, that Mr. Kingsbury will not be entitled to any severance upon the expiration of the Term.
The foregoing summary description of the terms and conditions of the Chairman Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Chairman Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
