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 16, 2017

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

(e)  

Approval of Burlington Stores, Inc. Executive Severance Plan

On May 16, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Burlington Stores, Inc. (the “Company”) adopted and approved the Burlington Stores, Inc. Executive Severance Plan (the “Severance Plan”) for employees of the Company at the level of Senior Vice President or Executive Vice President.  Each current Senior Vice President and Executive Vice President has been offered the ability to opt-in to the Severance Plan and terminate his or her existing employment agreement.  All newly-hired Senior Vice Presidents or Executive Vice Presidents will be subject to the Severance Plan and will not receive an employment agreement.  The Company’s Principals and the Company’s President and Chief Executive Officer are not eligible to participate in the Severance Plan and continue to be subject to individual employment agreements.  

The Severance Plan provides for the payment of severance and other benefits in the event a participant is involuntarily terminated for cause or, within the two-year period immediately following a change in control (as defined in the 2013 Omnibus Incentive Plan or a successor plan thereto) voluntarily terminates employment for good reason.  The definitions of “cause” and “good reason” are set forth in the Severance Plan.

A participant working in any part, unit or function of the Company or one of its subsidiaries that is divested, outsourced, closed, or relocated to a different geographic area, and who is terminated as a direct result thereof, will be eligible for benefits under the Severance Plan.  However, such participant will forfeit eligibility for benefits if he or she resigns voluntarily prior to their specified termination date (other than in the case of voluntary termination for good reason within the two-year period immediately following a change in control).  Severance Plan benefits will not commence or will be discontinued if comparable employment (as defined in the Severance Plan) is offered with the buyer in connection with a change in control or with the Company or one of its subsidiaries, one of the Company’s shareholders, or a third-party outsourcing firm, unless the committee administering the Severance Plan determines otherwise.  

In the event of a qualifying termination, the Severance Plan provides the following payments and benefits:

In order to receive payments and benefits under the Severance Plan following a qualifying termination, each participant is required to (i) execute (and not revoke) a separation agreement containing, among other things, a release of claims against the Company; and (ii) comply with the restrictions set forth in the Plan, which include certain non-competition, non-solicitation and confidentiality covenants.   In the event a participant is employed by another employer during any portion of the severance period and is eligible to receive medical, dental and vision coverage from such other employer, the participant will cease to be entitled to the continued Subsidized Coverage as of the date of his or her eligibility for benefits in such other employer’s plan.  

A participant’s rights with respect to any benefit under the Severance Plan is subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with such executive, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

The description set forth herein is a summary of the terms of the Severance Plan and is qualified in its entirety by the full text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Approval of 2013 Burlington Stores, Inc. Omnibus Incentive Plan (as amended and restated) and Revised Forms of Grant Agreement

The annual meeting of the stockholders of Burlington Stores, Inc. (the “Company”) was held on May 17, 2017 (the “Annual Meeting”).  As further described below, the Company’s stockholders approved the Company’s 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (the “Amended Plan”), at the Annual Meeting.  A description of the terms and conditions of the Amended Plan is set forth in “PROPOSAL NO. 4 - APPROVAL OF THE BURLINGTON STORES, INC. 2013 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED)” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 31, 2017 (the “Proxy Statement”) and such description is incorporated herein by reference.  The descriptions set forth herein and in the Proxy Statement are only summaries of the Amended Plan and are qualified in their entirety by the full text of the Amended Plan, a copy of which is included as Appendix A to the Proxy Statement and filed as Exhibit 10.2 to this Current Report on Form 8-K.

The Company has separate forms of grant agreements pursuant to which restricted stock and non-qualified stock options are granted to employees with employment agreements and employees without employment agreements under the 2013 Omnibus Incentive Plan (collectively, the “Form Employee Grant Agreements”).  The Company also has a form of agreement pursuant to which restricted stock is granted to non-employee directors under the 2013 Omnibus Incentive Plan (the “Form Director Grant Agreement” and, together with the Form Employee Grant Agreements, the “Form Grant Agreements”).  On May 16, 2017, the Committee approved revisions to these agreements, principally to (i) conform all forms to the Amended Plan; and (ii) allow the forms of grant agreements for employees with employment agreements to accommodate employees subject to the Executive Severance Plan.  The descriptions set forth herein are only summaries of the Form Grant Agreements and are qualified in their entirety by the full text of the Form Grant Agreements, copies of which are filed as Exhibit 10.3. 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K.

Amendment to Vecchio Employment Agreement

On May 19, 2017, Burlington Coat Factory Warehouse Corporation (“BCFWC”), an indirect wholly-owned subsidiary of the Company, entered into an amendment (the “Amendment”) to that certain Amended and Restated Employment Agreement, dated as of July 28, 2015, by and between BCFWC and Jennifer Vecchio, the Company’s Chief Merchandising Officer/Principal (the “Employment Agreement”).

Pursuant to the Amendment, the Employment Agreement has been modified as follows:

The description set forth herein is a summary of the terms of the Amendment and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.8 to this Current Report on Form 8-K.

Item 5.07Submission of Matters to a Vote of Security Holders.

A total of 64,646,921 shares of the Company’s common stock, representing approximately 92% 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 stockholders elected all three directors presented, ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending February 3, 2018, approved the advisory vote to approve executive compensation and approved the Amended Plan.

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 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description

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 22, 2017

EXHIBIT INDEX

Exhibit No.Description