| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of Burlington Stores, Inc. 2022 Omnibus Incentive Plan
At the 2022 Annual Meeting of Stockholders of Burlington Stores, Inc. (the “Company”) held on May 18, 2022 (the “Annual Meeting”), the Company’s stockholders approved the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (“2022 Plan”), which previously had been approved by the Company’s Board of Directors (the “Board”) subject to stockholder approval. The 2022 Plan replaces the Burlington Stores, Inc. 2013 Omnibus Incentive Plan (the “Prior Plan”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The following paragraphs provide a summary of certain terms of the 2022 Plan.
Consistent with the Prior Plan, the purpose of the 2022 Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible employees, consultants and non-employee directors of the Company and its affiliates cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.
Under the 2022 Plan, the Company may grant: (i) nonqualified stock options; (ii) incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (iii) stock appreciation rights; (iv) restricted stock and restricted stock units; (v) other stock-based awards; (vi) other-cash based awards; and (vii) performance awards. Subject to the terms and conditions of the 2022 Plan, the number of shares of Company common stock authorized for grants under the 2022 Plan is 5,470,000 shares plus the number of shares that remained available for future grant under the Prior Plan as of the effectiveness of the 2022 Plan. The 2022 Plan uses a fungible share counting method, such that full value awards (i.e., stock awards other than stock options and stock appreciation rights) will reduce the 2022 Plan’s share reserve at a ratio of two shares for every share subject to the full value award and appreciation awards (i.e., stock options and stock appreciation rights) will reduce the share reserve on a one-for-one basis.
The foregoing description of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2022 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A total of 63,514,480 shares of the Company’s common stock, representing 96.09% 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 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 28, 2023; |
| | • | | an advisory vote regarding the compensation of the Company’s named executive officers; and |
| | • | | the approval of the 2022 Plan. |
The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022, as supplemented by that certain Supplement to the Proxy Statement on Schedule 14A filed with the SEC on April 8, 2022. The final voting results with respect to each proposal are set forth below.
1. Election of Directors
| | | | | | | | |
| Name | | For | | Against | | Abstained | | Broker Non-Votes |
| John J. Mahoney | | 58,777,380 | | 3,710,154 | | 6,512 | | 1,020,434 |
| Laura J. Sen | | 62,248,504 | | 239,341 | | 6,201 | | 1,020,434 |
| Paul J. Sullivan | | 60,854,242 | | 1,607,813 | | 31,991 | | 1,020,434 |
2. Ratification of Appointment of Independent Registered Certified Public Accounting Firm
| | | | | | |
| For | | Against | | Abstained | | Broker Non-Votes |
| 61,849,747 | | 1,657,928 | | 6,805 | | 0 |
3. Advisory Vote on Compensation of Named Executive Officers
| | | | | | |
| For | | Against | | Abstained | | Broker Non-Votes |
| 59,123,650 | | 3,342,671 | | 27,725 | | 1,020,434 |
4. Approval of the 2022 Plan
| | | | | | |
| For | | Against | | Abstained | | Broker Non-Votes |
| 60,141,945 | | 2,347,927 | | 4,174 | | 1,020,434 |
