BURL Burlington Stores, Inc. - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

Burlington Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 19, 2026. A total of 59,553,183 shares of the Company’s common stock, representing approximately 95% 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 seven directors of the Company to serve for a term of one year;

•

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 30, 2027;

•

an advisory vote regarding the compensation of the Company’s named executive officers ("Say-On-Pay"); and

•

an advisory vote regarding the frequency of future Say-On-Pay votes.

The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026. The final voting results with respect to each proposal are set forth below.

1.

Election of Directors

Name

For

Against

Abstained

Broker Non-Votes

Ted English

57,957,497

420,133

18,811

1,156,742

Shira Goodman

58,160,786

218,286

17,369

1,156,742

Jordan Hitch

51,416,474

6,961,069

18,898

1,156,742

John Mahoney

56,553,070

1,825,834

17,537

1,156,742

Laura Sen

58,161,198

217,874

17,369

1,156,742

Michael Skirvin

58,006,892

372,180

17,369

1,156,742

Paul Sullivan

57,268,056

1,111,017

17,368

1,156,742

2.

Ratification of Appointment of Independent Registered Certified Public Accounting Firm

For

Against

Abstained

Broker Non-Votes

57,429,806

2,105,955

17,422

N/A

3.

Advisory Vote on Compensation of Named Executive Officers

For

Against

Abstained

Broker Non-Votes

51,330,197

6,993,967

72,277

1,156,742

4.

Advisory Vote on Frequency of Future Say-On-Pay Votes

Every 1 Year

Every 2 Years

Every 3 Years

Abstained

Broker Non-Votes

57,851,887

4,893

513,237

26,424

1,156,742

The Company has considered these voting results and determined that an advisory vote regarding the compensation of the Company’s named executive officers will be submitted to stockholders on an annual basis until the next required vote on frequency or until the Board of Directors otherwise determines that a different frequency is in the best interest of the Company’s stockholders.