DEF 14A of Burlington Stores, Inc., Apr 2, 2026

DEF 14A of Burlington Stores, Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140144

Open on EDGAR

  1. Where and when will I be able to find the voting results?

    | | Ted English Age: 72 Director since: 2016 Committee Membership: • Compensation Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain | | Shira Goodman Age: 65 Director since: 2025 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales and Marketing | | Key Qualifications: Mr. English brings to the Board more than 40 years of experience in the retail industry, including as chief executive of two leading off-price retail companies. His broad experience in large retail chain management encompasses marketing, finance and accounting, operational expertise, and supply chain management. | | Key Qualifications: Ms. Goodman brings to the Board experience as a chief executive and senior executive in other leadership positions in operations, retail marketing, human resources and business growth at an internationally renowned retailer. Ms. Goodman’s service on the boards of companies in a variety of sectors equips her with an understanding of different businesses, challenges and strategies. | | | Career Highlights: • Chief Executive Officer of Bob’s Discount Furniture from 2006 until March 2016 • President and Chief Executive Officer of TJX Companies, Inc., a leading off-price retailer of apparel and home fashions, from 2000 (and President from 1999) to 2005 • Chairman of The Marmaxx Group, a division of TJX, between 2000 and 2004, and held various other executive and merchandising positions with TJX from 1983 to 1999 Other Public Company Boards: • Bob’s Discount Furniture, Inc., a premier discount home furnishings company, since 2015 (Executive Chairman since March 2016) • BJ’s Wholesale Club, Inc., membership-only warehouse chain, from 2006 to 2011 Other Biography Highlights: • Director of Rue Gilt Groupe (formerly Rue La La), an e-commerce destination connecting world-class brands with next generation shoppers, since 2013 • Member of the Board of Trustees of various funds within the multi-affiliate structure of Natixis Global Asset Management, a global asset management firm, since 2011 | | Career Highlights: • Advisory Director at Charlesbank Capital Partners, a private equity firm, from 2019 to 2024 • Chief Executive Officer of Staples, Inc., a business and consumer goods retailer, from 2016 to 2018 • Joined Staples, Inc. in 1992, serving in roles with increasing responsibility, including President and interim Chief Executive Officer, President, North American Operations, President, North American Commercial, Executive Vice President of Global Growth, Executive Vice President of Human Resources, Executive Vice President of Marketing, and in various other management positions • Bain & Company, a global consulting firm, from 1986 to 1992 Other Public Company Boards: • CBRE Group, Inc., a commercial real estate services and investment company, since 2019 (lead independent director since 2023) • CarMax, Inc., a retailer of used vehicles and related products, since 2007 • Henry Schein, Inc., a leading provider of health care products and related services to office-based dental and medical practitioners and alternate care sites, from 2018 through 2021 • Staples, Inc. from 2016 to 2017 • The Stride Rite Corporation from 2002 to 2007 | |

  2. Where and when will I be able to find the voting results?

    | | Jordan Hitch Age: 59 Director since: 2006 Committee Membership: • Compensation (Chair) Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Public Company Board | | John J. Mahoney Chairman of the Board Age: 74 Director since: 2013 Committee Membership: • None Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership, Public Company Board | | Key Qualifications: Mr. Hitch brings to the Board more than 25 years of experience investing in and serving as an adviser and board member for retail companies at multiple stages of growth. He also possesses valuable strategic and financial expertise, including significant experience with capital markets transactions. | | Key Qualifications: Mr. Mahoney brings to the Board over 30 years of financial expertise and over 25 years of retail industry experience, including as chief financial officer of a leading retailer. Serving as an accomplished director for a variety of consumer companies provides Mr. Mahoney with insight into the complex board oversight responsibilities for consumer businesses. | | | Career Highlights: • Active personal investor across a wide range of early-stage growth companies and renewable infrastructure projects • Managing Director at Bain Capital, a private investment firm, until 2015, leaving the firm after 18 years, and Senior Advisor until 2017 Other Public Company Boards: • Bright Horizons Family Solutions, Inc., an employer-sponsored childcare provider, since 2008 Other Biography Highlights: • Member of the Board of Trustees of Lehigh University since 2014 • Current and former director of numerous private companies in the consumer and retail industries | | Career Highlights: • Vice Chairman and Chief Financial Officer of Staples, Inc., a business and consumer goods retailer, from 2006 (and Chief Financial Officer from 1996) until 2012; also served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer from 1997 to 2006 • Prior to joining Staples, served as a partner at Ernst & Young LLP, including service in the firm’s National Office Accounting and Auditing group Other Public Company Boards: • Bloomin’ Brands, Inc., a casual dining chain, since 2012 • Chico’s FAS, Inc., a fashion retailer, from 2007 through 2024 • The Michael’s Companies, Inc., an arts and crafts retail chain, from 2013 to 2021 • Zipcar, Inc., a leading car-sharing service, from 2010 to 2013 • Tweeter Home Entertainment Group, a national specialty consumer electronics retailer, from 2004 to 2007 • Advo, Inc., a leading direct mail marketing services company, from 2001 to 2007 Other Biography Highlights: • Certified public accountant | |

  3. Where and when will I be able to find the voting results?

    | | Laura J. Sen Age: 69 Director since: 2018 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain | | Michael Skirvin Age: 68 Director since: 2025 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Real Estate, Sales and Marketing, Supply Chain | | Key Qualifications: Ms. Sen brings to the Board over 25 years of retail management leadership, including critical roles growing BJ’s from an early-stage business to a Fortune 500 company. Her deep skillset encompasses operations, merchandising, logistics, and financial expertise. Ms. Sen’s director service in a variety of sectors equips her with an understanding of different businesses, challenges and strategies. | | Key Qualifications: Mr. Skirvin brings to the Board over 30 years of experience in the retail industry, with deep expertise in finance, operations, real estate development, and executive leadership across both value-oriented and growth-focused retail environments. | | | Career Highlights: • Non-Executive Chairman of BJ’s Wholesale Club, Inc., a membership-only warehouse chain, from 2016 to 2018 • Chief Executive Officer of BJ’s from 2009 to 2016 • Chief Operating Officer of BJ’s from 2008 to 2009 and Executive Vice President of Merchandising and Logistics from 2007 to 2008 (and 1997 to 2003) • Principal of Sen Retail Consulting, a consulting firm advising retail companies on merchandising and logistics, from 2003 to 2006 Other Public Company Boards: • NCR Voyix Corporation, a software and services enterprise provider, since 2022 • EMC Corporation, a provider of enterprise storage systems, from 2015 to 2016 • rue21, inc., a specialty retailer, from 2012 to 2013 • BJ’s Wholesale Club, Inc. from 2008 to 2018 • Abington Bancorp, Inc. from 2001 to 2004 Other Biography Highlights: • Director of Massachusetts Mutual Life Insurance Company since 2012 • Director of Massachusetts Port Authority since 2017 • Director of Federal Reserve Bank of Boston from 2014 until 2016 | | Career Highlights: • Chief Executive Officer of Bob’s Discount Furniture from 2016 to 2020 • President and Chief Operating Officer of Bob’s Discount Furniture from 2011 to 2016 • Various roles with increasing responsibility at The TJX Companies from 1989 through 2010, including Senior Vice President, Corporate Controller from 1999 to 2004; Senior Vice President, Real Estate and New Business Development from 2004 to 2007; and Chief Operating Officer of the A.J. Wright division from 2007 to 2010 Other Public Company Boards: • None | |

  4. Where and when will I be able to find the voting results?

    | | Paul J. Sullivan Age: 78 Director since: 2012 Committee Membership: • Audit (Chair) Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership | | Key Qualifications: Mr. Sullivan brings to the Board over 35 years of financial expertise, including substantial experience in corporate finance and accounting and extensive experience providing audit and financial reporting services to numerous organizations. | | | Career Highlights: • Partner, PricewaterhouseCoopers LLP from 1983 to his retirement in 2009, including as a member of the Board of Partners, the Chair of the Finance Committee, and a member of the Management Evaluation and Compensation, Admissions and Strategy Committees Other Public Company Boards: • None Other Biography Highlights: • Certified public accountant | |

  5. Where and when will I be able to find the voting results?

    | | Michael Goodwin Age: 65 Director since: 2020 Committee Membership: • Audit • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Supply Chain | | William McNamara Age: 75 Director since: 2014 Committee Membership: • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Business Development/M&A, Industry, Leadership, Sales and Marketing, Supply Chain | | Key Qualifications: Mr. Goodwin brings to the Board more than 30 years of information technology experience in the retail industry, including nearly two decades of C-Suite leadership. His wealth of expertise includes management of cybersecurity risks, fraud prevention, IT transformations, and development of strategic partnerships. | | Key Qualifications: Mr. McNamara brings to the Board over 30 years of experience in retail chain management, equipping him with deep insights into consumer behavior, brand building and operational matters. His expertise encompasses merchandising, product development, retail store operations, distributions, and brand innovation. | | | Career Highlights: • Senior Vice President and Chief Information Technology Officer, PetSmart, Inc., a pet supply retailer, from 2014 to 2023 • Senior Vice President and Chief Information Officer of Technology and Business Enablement at Hallmark Cards, Inc. (“Hallmark”), a retailer of greeting cards and gifts, from 2006 until 2014 • Joined Hallmark as an information technology analyst in 1990 and held positions of increasing responsibility prior to becoming CIO Other Public Company Boards: • Cracker Barrel Old Country Store, Inc., a dining and gift shop chain, since 2024 Other Biography Highlights: • Prior to joining Hallmark, served as an officer in the United States Army • NACD Directorship Certification | | Career Highlights: • President of Macy’s Reinvent Strategies, a division of Macy’s, Inc., a department store retailer, from 2008 to 2009 • Chairman and Chief Executive Officer of the Midwest division of Macy’s, Inc. from 2005 to 2008 • Vice Chairman of May Department Stores Company, a department store retailer, from 2000 until its acquisition by Federated in 2005, responsible for all department store divisions • President of The May Merchandising Company, a department store retailer, from 1998 to 2000, responsible for leading all brand merchandising and product development • Began career at Filene’s, a division of May Department Stores, rising through the ranks of the merchandising organization Other Public Company Boards: • None | |

  6. Where and when will I be able to find the voting results?

    | | Michael O'Sullivan Age: 62 Director since: 2019 Committee Membership: • None Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain | | Jessica Rodriguez Age: 53 Director since: 2018 Committee Membership: • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Industry, Leadership, Public Company Board, Sales and Marketing | | Key Qualifications: Mr. O’Sullivan’s day-to-day leadership and experience as our CEO gives him unique insights into our opportunities, challenges and operations. In addition to his experience as our CEO, he brings to the Board a wealth of knowledge and expertise from over 25 years of experience in the retail industry. | | Key Qualifications: Ms. Rodriguez brings to the Board extensive operational, marketing, and consumer engagement experience. Her long background in media and marketing provides deep insight into consumer behavior, brand development, and consumer social and digital engagement. | | | Career Highlights: • Chief Executive Officer of Burlington Stores, Inc. since September 2019 • President and Chief Operating Officer of Ross Stores, Inc., an off-price retailer, from 2009 to 2019, and various roles at Ross Stores from 2003 to 2009 • Partner at Bain & Company, a global consulting firm, from 1991 to 2003, working with companies in the retail industry on business strategy and performance improvement Other Public Company Boards: • Ross Stores, Inc. from 2014 to 2019 | | Career Highlights: • Chief Marketing Officer and President of Entertainment of Univision Communications Inc., the leading media company serving Hispanic America, from 2018 until 2021, and Chief Brand and Impact Officer from 2021 until 2022 • President and Chief Operating Officer, Univision Networks, a division of Univision Communications Inc., from 2018 until 2021 • 20-year tenure at Univision included roles of increasing responsibility, including as Executive Vice President of Programming Scheduling and Marketing, Senior Vice President of Univision Cable Networks and Vice President and Station Manager at Univision Puerto Rico Other Public Company Boards: • Vera Bradley, Inc., a designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts, since 2024 Other Biography Highlights: • NACD Directorship Certification | |

  7. Identification of Director Nominees

    Identification of Director Nominees The Board is responsible for nominating candidates for election as directors by our stockholders and filling vacancies and new directorships on the Board, in each case based on the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies nominees by first considering the broader context of the Board’s overall composition and the Company’s current and future needs to establish which skills and experience are needed on the Board. Current members of the Board with skills and experience that are relevant for our business and who are willing to continue in service are considered for re-nomination, and the Board recognizes that incumbent directors should not expect to be renominated automatically or continually. The Board applies equal rigor to its director renomination process, and each year the Nominating and Corporate Governance Committee evaluates each incumbent director’s candidacy in light of the considerations discussed in this Proxy Statement.

  8. Identification of Director Nominees

    | 28 | Burlington Stores, Inc. 2026 Proxy Statement | |

  9. Identification of Director Nominees

    The Nominating and Corporate Governance Committee will also periodically consider whether the Board should increase its size to add directors with relevant skills and experience or fresh perspectives that are needed on the Board. In the event that the Board determines to nominate a new director, the Nominating and Corporate Governance Committee will then identify the desired skills and experience of a new nominee. The Nominating and Corporate Governance Committee may, in its discretion, also engage a consultant or search firm to assist in identifying qualified individuals. As set forth in the Guidelines, it is the policy of our Board that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. It is also the policy of the Board that the composition of the Board and its committees adheres to the standards of independence required by the NYSE and applicable law and reflects a range of talents, ages, skills, character, background, experience and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company. In fiscal 2025, the Nominating and Corporate Governance Committee undertook a broad and extensive search for one or more new directors. After considering candidates referred by various sources, including our directors, the Board appointed Michael Skirvin as a director, adding valuable executive experience to our Board. Director Candidates Recommended by Stockholders. The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors. Proxy Access. Our Amended Bylaws enable eligible stockholders to have their own qualifying director nominee(s) included in the Company’s proxy materials, along with candidates nominated by our Board of Directors, as described in further detail above under the caption entitled “Proxy Access.”

  10. Director Compensation

    Director Compensation

  11. Compensation Philosophy

    Compensation Philosophy The Compensation Committee reviews director compensation at least annually and recommends any changes to the Board for approval. The Compensation Committee assesses director compensation to align with Board and committee requirements and for market competitiveness against the Company’s compensation peer group as described on page 51. In making these assessments, the Compensation Committee reviews analyses prepared by Meridian Compensation Partners LLC (“Meridian”), the Compensation Committee’s independent consultant. Burlington’s philosophy on compensating its independent, non-management directors is to use a mix of cash and equity that will align the interests of our directors with the long-term interests of our stockholders and compensate our directors fairly and competitively for the obligations and responsibilities of serving on the Board. To implement this philosophy, we target a split between cash and equity, within a reasonable range of the median, utilizing the same peer group used to evaluate executive compensation decisions. Directors who are Company associates do not receive directors’ fees or equity grants based on their Board service. Accordingly, Mr. O’Sullivan does not receive any additional compensation for his service on the Board. Compensation provided to Mr. O’Sullivan in his capacity as an executive officer is disclosed in the Fiscal 2025 Summary Compensation Table. Our independent, non-management directors receive compensation for their service as described below. All directors are entitled to receive reimbursement for out-of-pocket expenses incurred in connection with their service on the Board. No perquisites are provided to our independent, non-management directors.

  12. Stock Awards

    Stock Awards The Board believes that director stock ownership is a mark of strong corporate governance and provides greater alignment of interests between directors and stockholders. Accordingly, the compensation plan adopted by the Board for independent, non-management directors provides a majority of each such director’s annual compensation to be based on Burlington stock. For fiscal 2025, each then-serving independent, non-management director received a grant of restricted stock units (“RSUs”) with a market value at the time of grant of $170,000, made following the Company’s 2025 Annual Meeting of Stockholders. The market value for the fiscal 2025 RSU grants did not change as compared to the fiscal 2024 RSU grants to our independent, non-management directors. Mr. Skirvin received a pro-rated grant of RSUs in connection with his appointment to the Board in November 2025.

  13. Director Compensation

    Director Compensation The fiscal 2025 RSUs are scheduled to vest on May 21, 2026, subject to the director’s continued service on the Board through such date. If a director’s service on the Board terminates prior to the full vesting of an RSU award by reason of the director’s death or retirement, such director will become fully vested upon death or will vest on a pro-rata basis as of the date of retirement. If the vesting date of an award is after the date of the Annual Meeting of Stockholders and a director elects to not stand for re-election at such Annual Meeting of Stockholders, then such award will become fully vested. Vesting of RSUs does not accelerate by reason of a change in control; provided, however, that 100% of such RSUs will vest if the recipient ceases to serve as a director following such change in control and prior to the vesting date. Directors are not entitled to any privileges of ownership with respect to the shares subject to RSU awards (including, without limitation, voting rights or the right to receive dividends) unless and until, and only to the extent, such shares become vested. The following chart illustrates the annual director compensation program, excluding committee and Board Chair fees:

  14. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation The table below summarizes the compensation paid to our independent, non-management directors for fiscal 2025.

  15. Fiscal 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Ted English | 112,341 | 169,968 | — | — | — | — | 282,309 | | Shira Goodman | 113,000 | 169,968 | — | — | — | — | 282,968 | | Michael Goodwin | 117,588 | 169,968 | — | — | — | — | 287,556 | | Jordan Hitch | 130,412 | 169,968 | — | — | — | — | 300,380 | | John J. Mahoney | 295,000 | 169,968 | — | — | — | — | 464,968 | | William McNamara | 105,000 | 169,968 | — | — | — | — | 274,968 | | Jessica Rodriguez | 105,000 | 169,968 | — | — | — | — | 274,968 | | Laura J. Sen | 113,000 | 169,968 | — | — | — | — | 282,968 | | Michael Skirvin | 23,283 | 85,501 | — | — | — | — | 108,784 | | Paul J. Sullivan | 130,000 | 169,968 | — | — | — | — | 299,968 | | Mary Ann Tocio | 129,500 | 169,968 | — | — | — | — | 299,468 |

  16. Fiscal 2025 Director Compensation

    (1) Represents each director’s annual fee as compensation for services as a director and each director’s annual fee as compensation for such director’s services as Board Chair or as a committee member or chair, as applicable. Mr. Skirvin was appointed to the Board and the Audit Committee effective November 18, 2025. Amounts shown represent the aggregate grant date fair value of the fiscal 2025 RSU awards. The amounts shown were calculated in accordance with FASB ASC Topic 718. On May 21, 2025, the first business day following our 2025 Annual Meeting of Stockholders, each then serving independent, non-management director was granted an award of 658 RSUs pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan, as amended (the “2022 Incentive Plan”). In connection with joining the Board, Mr. Skirvin was granted a pro-rata annual equity award of 310 RSUs on November 18, 2025. The RSUs granted to Mr. Skirvin and each other director have a grant date fair value of $275.81 per unit and $258.31 per unit, respectively, such amount representing the closing price of our common stock on the grant date. As of January 31, 2026, (i) Mr. Skirvin had 310 unvested RSUs outstanding; and (ii) each other independent, non-management director had 658 unvested RSUs outstanding.

  17. Fiscal 2025 Director Compensation

    | 36 | Burlington Stores, Inc. 2026 Proxy Statement | |

  18. Proposal No. 4 — Advisory Vote on Frequency of Future Say-On-Pay Votes

    * Less than 1% (1) A “beneficial owner” of a security is determined in accordance with Rule 13d-3 under the Exchange Act and generally means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: voting power, which includes the power to vote, or to direct the voting of, such security; and/or investment power, which includes the power to dispose, or to direct the disposition, of such security. Unless otherwise indicated, each person named in the table above has sole voting and investment power, or shares voting and investment power with his or her spouse (as applicable), with respect to all shares of stock listed as owned by that person. Shares issuable upon the exercise of stock options exercisable on March 25, 2026 or within 60 days thereafter, as well as restricted stock unit awards scheduled to vest within 60 days of March 25, 2026, are considered outstanding and to be beneficially owned by the person holding such stock options or awards for the purpose of computing such person’s percentage beneficial ownership, but are not deemed outstanding for the purposes of computing the percentage of beneficial ownership of any other person. (2) Based on information set forth in a Schedule 13G/A filed with the SEC on August 13, 2025 by Capital International Investors (“CII”) reporting that, as of June 30, 2025, CII has beneficial ownership as to, and sole power to dispose or direct the disposition of, all such shares of common stock, and has sole power to vote or direct the vote of 8,715,044 shares of common stock. The number of shares held by CII may have changed subsequent to June 30, 2025. The address of CII is 333 South Hope Street, 55th Fl, Los Angeles, California 90071. Based on information set forth in a Schedule 13G/A filed with the SEC on October 6, 2025 by JPMorgan Chase & Co. (“JPM”) reporting that, as of September 30, 2025, JPM has beneficial ownership as to all such shares of common stock, sole power to vote or direct the voting of 6,153,838 shares of common stock, shared power to vote or direct the vote of 107,360 shares of common stock, sole power to dispose or direct the disposition of 6,786,719 shares of common stock and shared power to dispose or direct the disposition of 22,912 shares of common stock. The number of shares held by JPM may have changed subsequent to September 30, 2025. The address of JPM is 383 Madison Avenue, New York, New York 10179.

  19. Proposal No. 4 — Advisory Vote on Frequency of Future Say-On-Pay Votes

    Based on information set forth in a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on September 10, 2024, reporting beneficial ownership as of August 31, 2024. BlackRock is the parent of several subsidiaries that directly hold the shares listed in the table. Of the shares listed in the table, BlackRock has sole power to vote or direct the vote of 6,026,854 shares of common stock and sole power to dispose or direct the disposition of all 6,479,470 shares of common stock. The number of shares held by BlackRock may have changed subsequent to August 31, 2024. The address of BlackRock is 50 Hudson Yards, New York, NY 10001. (5) Based on information set forth in a Schedule 13G/A filed with the SEC on August 12, 2024 by The Vanguard Group (“TVG”) reporting that, as of July 31, 2024, TVG has beneficial ownership as to all such shares of common stock, shared power to vote or direct the vote of 49,496 shares of common stock, sole power to dispose or direct the disposition of 6,253,380 shares of common stock and shared power to dispose or direct the disposition of 157,291 shares of common stock. The address of TVG is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. According to the most recent Schedule 13G/A filed by TVG with the SEC on March 26, 2026, TVG owns 0.0% as of March 13, 2026, following an internal reorganization pursuant to which TVG's beneficial ownership has been disaggregated. (6) Includes (i) 322,218 shares of common stock that can be acquired upon the exercise of options exercisable on March 25, 2026 or within 60 days thereafter; and (ii) 14,157 RSUs scheduled to vest within 60 days of March 25, 2026. (7) Includes (i) 44,220 shares of common stock that can be acquired upon the exercise of stock options exercisable on March 25, 2026 or within 60 days thereafter; and (ii) 2,589 RSUs scheduled to vest within 60 days of March 25, 2026. (8) Includes (i) 76,426 shares of common stock that can be acquired upon the exercise of stock options exercisable on March 25, 2026 or within 60 days thereafter; (ii) 7,896 RSUs scheduled to vest within 60 days of March 25, 2026; and (iii) 372 shares in the aggregate owned indirectly by Ms. Vecchio as custodian for two children under the Uniform Transfers to Minors Act. (9) Includes (i) 58,379 shares of common stock that can be acquired upon the exercise of stock options exercisable on March 25, 2026 or within 60 days thereafter; and (ii) 4,542 RSUs scheduled to vest within 60 days of March 25, 2026. (10) Includes (i) 6,119 shares of common stock that can be acquired upon the exercise of stock options exercisable on March 25, 2026 or within 60 days thereafter; and (ii) 1,003 RSUs scheduled to vest within 60 days of March 25, 2026. (11) Includes 658 shares of common stock underlying unvested restricted stock unit awards scheduled to vest within 60 days of March 25, 2026. (12) Includes (i) 10,929 shares of common stock held by a family trust of which Mr. McNamara is the trustee and he and members of his immediate family are the sole beneficiaries; and (ii) 658 shares of common stock underlying unvested restricted stock unit awards scheduled to vest within 60 days of March 25, 2026. (13) Represents 310 shares of common stock underlying unvested restricted stock unit awards scheduled to vest within 60 days of March 25, 2026. Includes our current directors (Mses. Goodman, Rodriguez, Sen, and Tocio and Messrs. O’Sullivan, English, Goodwin, Hitch, Mahoney, McNamara, Skirvin and Sullivan) and our current executive officers (Mses. Vecchio and Wolfe and Messrs. O’Sullivan, Marquette and Pasch).

  20. Proposal No. 4 — Advisory Vote on Frequency of Future Say-On-Pay Votes

    | Securities Authorized for Issuance Under Equity Compensation Plans |

  21. Proposal No. 4 — Advisory Vote on Frequency of Future Say-On-Pay Votes

    (1) Includes 1,260,295 stock options, 727,513 RSUs and 363,954 performance-based restricted stock units (“PSUs”) that were outstanding on January 31, 2026, based on target performance with respect to PSUs. Assuming maximum payout for PSU grants that have not completed the required performance period, the number of securities to be issued would increase by 363,954. (2) Only option awards were used in computing the weighted-average exercise price. (3) This amount represents shares of the Company’s common stock available for issuance under the 2022 Incentive Plan. Awards available for grant under the 2022 Incentive Plan include stock options, stock appreciation rights, restricted stock, RSUs, PSUs, performance awards, other stock-based awards, other cash-based awards, and any combination of the foregoing awards. For additional information concerning our equity compensation plans, see Note 9 (entitled “Stock-Based Compensation”) to our Consolidated Financial Statements included in our fiscal 2025 10-K.

  22. Fiscal 2025 Target Compensation Mix

    Fiscal 2025 Target Compensation Mix "At-Risk" Compensation Metrics A significant portion of the target annual compensation for our NEOs is performance-based and/or subject to forfeiture (“at-risk”). For fiscal 2025, target performance-based compensation was comprised of annual cash incentives and PSUs. As discussed under the section below titled "Fiscal 2025 Plan Enhancements," stock options were removed from the compensation mix for fiscal 2025. The annual cash incentives and PSUs reward performance measured against pre-established performance objectives linked to the Company’s internal operating plan. At-risk compensation was delivered through the performance-based compensation discussed above and RSU awards. The Committee considers RSUs to be at-risk due to the vesting period and given that the realizable value of the awards is subject to our future stock price performance. The Committee promotes a pay-for-performance philosophy and alignment between the interests of our NEOs with those of our stockholders by linking pay to our operating and/or stock price performance.

  23. Fiscal 2025 Incentive Plan Performance

    Fiscal 2025 Incentive Plan Performance The following results under our performance-based incentive plans are described in more detail below:

  24. Fiscal 2025 Incentive Plan Performance

    | Annual Incentive Plan | Long-Term Incentive Plan (LTIP) | | The Committee determined that Adjusted EBIT (as defined below) should be the sole performance metric for purposes of the fiscal 2025 Annual Incentive Plan. Adjusted EBIT is a core driver of our performance and success, as it measures profitability, reflects management efforts to manage expenses, and further aligns our NEOs’ interests with our stockholders’ interests. Our performance during fiscal 2025 led to Adjusted EBIT of $923 million as compared with a target of $850 million. Based on achieved performance, the Committee determined that each NEO earned 157% of their respective target annual incentive. | The Committee determined that Adjusted EPS growth (as defined below) should be the performance metric for purposes of PSUs granted in fiscal 2023. Adjusted EPS growth measures the growth rate of our per share earnings over the performance period, and the Committee believes this metric is closely aligned with driving stockholder value and incentivizes sales growth, margin expansion and the efficient use of cash. The fiscal 2023 PSUs were earned based on the Adjusted EPS growth target that was set at the beginning of the three-year performance period (fiscal 2023 to 2025). Over the three years, we achieved an average Adjusted EPS growth of 33%, reflecting growth of 44% in fiscal 2023, 35% in fiscal 2024, and 20% in fiscal 2025. As a result, NEOs earned a payout of 200% of their fiscal 2023 awards, reflecting performance that exceeded the target level of 13.3% per year and delivered consistent, sustained results across the three-year performance period. |

  25. Fiscal 2025 Plan Enhancements

    Fiscal 2025 Plan Enhancements As further described below, the Committee evaluated the mix of awards to be granted under our 2025 LTIP. After reviewing input and analysis from Meridian, the Committee determined that it was appropriate to eliminate stock options from the Company’s LTIP mix. As a result, the mix beginning with the annual grants made on May 1, 2025 was at 65% PSUs and 35% RSUs. The Committee made this determination based on peer and market practices, as well as a desire to increase the proportion of PSUs in the LTIP mix, thereby increasing the emphasis on the performance-based element of LTI.

  26. Fiscal 2025 Plan Enhancements

    | 2025 LTIP Mix | | |

  27. Key Features of Our Executive Compensation Program

    | What We Do | | | | Align Pay with Company Financial Performance | ✓ | The compensation program for our NEOs is designed to align pay with actual Company results, and the Committee regularly reviews such alignment. Annual incentive awards, as well as PSU awards, are based on the achievement of pre-established goals linked to our performance. | | Balance Short-Term and Long-Term Incentives | ✓ | Our compensation program is designed to provide an appropriate balance of short-term and long-term incentives. | | Award Limits | ✓ | Annual Incentive Plan payouts for our NEOs, as well as PSU awards made to our NEOs, are subject to maximum payout limits. | | Robust Stock Ownership Guidelines | ✓ | We have stock ownership guidelines which provide that (i) our CEO should own shares of our common stock valued at a 6x multiple of annual base salary; and (ii) each NEO (other than our CEO) should own shares of our common stock valued at a 3x multiple of annual base salary. | | Regularly Review Share Utilization | ✓ | Management and the Committee periodically evaluate overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares) to assess alignment with our compensation program and market practices. | | Compensation Recoupment Policy | ✓ | Our compensation recoupment policy provides that the Committee may require relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) and/or repayment of previously paid incentive cash compensation in the event of a financial restatement or significant financial harm to the Company arising out of willful actions or gross negligence by any officer of the Company. In addition, the Committee has approved a clawback policy as required by Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. | | Say-on-Pay Frequency | ✓ | Our Board elected to have our executive compensation program considered by stockholders annually through our Say-on-Pay vote. | | Annual Compensation Risk Assessment | ✓ | The Committee conducts a risk assessment of our compensation program, with the support the independent consultant, on an annual basis. Based on that assessment, the Committee concluded that our compensation policies and practices do not encourage behaviors that could create material risk for the Company. | | Independent Compensation Consultant | ✓ | The Committee directly engages an independent compensation consultant that does not provide services to management. |

  28. Key Features of Our Executive Compensation Program

    | What We Don’t Do | | | | No Excise Tax Gross-Ups | × | In the event of a change in control, none of our NEOs are entitled to a tax gross-up of any excise taxes imposed. | | No Hedging or Pledging of Company Stock | × | Our directors and executive officers are prohibited from engaging in pledging or hedging activities involving Company securities. | | No Automatic “Single-Trigger” Vesting | × | In the event of a change in control, our equity award grants contain a “double trigger” – meaning that both a change in control and qualifying termination of employment must occur for automatic vesting. | | No Pension Plans or SERPs | × | We do not sponsor any qualified or non-qualified defined benefit plans or SERPs. | | No Guaranteed Bonuses or Salary Increases | × | We do not guarantee salary increases or provide guaranteed bonuses to any of our executive officers other than to certain newly hired executive officers with respect to their first year of employment with us. | | No Evergreen Provision or Reload Options | × | The 2022 Incentive Plan does not provide for automatic share additions during its term or provide for the ability to grant reload options. | | No Liberal Share Recycling | × | Under the 2022 Incentive Plan, shares tendered to or withheld by the Company to satisfy tax withholding obligations or to pay an option exercise price are not available for future issuance or delivery. |

  29. Elements of Our Executive Compensation and Benefits Programs

    | Element of Pay | Form (Weight) | Designed to Reward/Promote | Alignment with Objectives | | Base Salary | • Cash (100%) | • Experience, knowledge in industry, duties, scope of responsibility and individual performance. | • Provides a minimum, fixed level of cash compensation to attract and retain talented executives who can continue to improve our overall performance. | | Annual Cash Incentives | • Cash (100%) | • Achievement of the Company’s annual strategic and financial goals; incentivize and reward financial and operating performance. | • Motivates executives to achieve specific performance goals and objectives. | | Long-Term Equity Incentives | • PSUs (65%) • RSUs (35%) | • Achievement of efficient long-term growth and development. • Value-creating actions deemed necessary to increase the market value of our stock. • Executive retention, stock ownership and alignment of interests with stockholders. | • Aligns our executives’ interests with those of our stockholders to increase overall stockholder value. • Represents potentially the largest pay component, which provides an opportunity for significant compensation following strong Company performance and share performance, helping us to attract and retain talented executives. |

  30. Elements of Our Executive Compensation and Benefits Programs

    (1) In addition to a merit increase of 3%, the Committee approved an incremental adjustment of 6.57% to Ms. Wolfe’s base salary in recognition of the value of her role to the Company and her important contributions to the Company’s ongoing performance, including bringing a more strategic perspective to the role and adding value to the Company's merchandising and operational initiatives and tying them to the Company's long-range plan, and to maintain competitive positioning relative to the market. Annual Incentive Awards 2025 Annual Incentive Plan Annual incentive awards are an important part of the overall compensation we pay our NEOs. Unlike base salary, which is fixed, annual incentive awards are paid only if specified performance levels are achieved. The Committee believes that annual incentive awards encourage our NEOs to focus on specific short-term business and financial goals, without sacrificing our long-term objectives. The Committee recognizes the importance of achieving an appropriate balance between supporting the Company’s objective of rewarding executives for strong performance over the short-term and establishing realistic targets that continue to motivate and retain executives. As a result, our 2025 Annual Incentive Plan provided for measurable, rigorous performance goals that were designed to be achievable but challenged our executives to drive business results that produce stockholder value. 2025 Annual Incentive Target Under our 2025 Annual Incentive Plan, and consistent with practice in prior years, the Committee approved each NEO’s annual incentive target, which is expressed as a percentage of his or her base salary in effect at the end of the fiscal year. In February 2025, the Committee increased certain fiscal 2025 compensation values. Mr. O'Sullivan's annual incentive target value increased from 150% to 200% of base salary to maintain competitive positioning relative to the market. Ms. Wolfe’s annual incentive target value increased from 75% to 100% of base salary in recognition of the value of her role to the Company and her important contributions to the Company’s ongoing performance, including bringing a more strategic perspective to the role and adding value to the Company's merchandising and operational initiatives, and tying them to the Company's long-range plan, and to maintain competitive positioning relative to the market. Mr. Marquette's annual incentive target value increased from 100% to 120% of base salary in order to align with internal pay relationships. In setting or adjusting an NEO’s annual incentive target, the Committee considers the NEO’s individual performance, market data as well as internal pay practices. The table below shows each NEO’s 2025 annual incentive threshold, target and maximum expressed as a percentage of base salary earned during the fiscal year and each NEO’s 2025 annual incentive target expressed as a dollar amount.

  31. Elements of Our Executive Compensation and Benefits Programs

    | Named Executive Officer | Annual Incentive Threshold as % of Base Salary | Annual Incentive Target as % of Base Salary | Annual Incentive Maximum as % of Base Salary | Fiscal 2025 Base Salary Rate (Effective April 27, 2025) | Target Award | | Michael O’Sullivan | 100% | 200% | 400% | $1,529,818 | $3,039,070 | | Kristin Wolfe | 50% | 100% | 200% | $900,000 | $881,867 | | Jennifer Vecchio | 65% | 130% | 260% | $1,190,389 | $1,537,105 | | Travis Marquette | 60% | 120% | 240% | $1,003,123 | $1,195,657 | | Matthew Pasch | 37.50% | 75% | 150% | $636,540 | $474,196 |

  32. Elements of Our Executive Compensation and Benefits Programs

    2025 Performance Measures, Goals, and Payout Scale Consistent with the fiscal 2024 design, in February 2025, the Committee determined that Adjusted EBIT measured on a full year basis should be the sole performance metric for purposes of the 2025 Annual Incentive Plan. Adjusted EBIT is a core driver of our performance and success, as it measures profitability, reflects management efforts to manage expenses, and further aligns our NEOs’ interests with our stockholders’ interests. The Committee established a target Adjusted EBIT goal of $850 million for the full fiscal year 2025, and based on the Company’s achieved performance against this goal, each NEO’s incentive award could range from 50% at threshold performance to no more than 200% at maximum performance of his or her annual incentive target award. In establishing the Annual Incentive Plan targets, the Committee considers the financial plan approved by the Board, which is informed by our prior year results as well as our forecast, including our projections for new store openings. While the Committee believed the target to be achievable with strong performance, the Committee designed the target to be challenging to help drive business results that produce stockholder value. The tables below show the threshold, target and maximum performance goals and the associated annual incentive payout percentage for fiscal 2025.

  33. Elements of Our Executive Compensation and Benefits Programs

    | | Zero | Threshold Performance | At Target | Maximum | | Adjusted EBIT ($M)(1) | <$723 | $723 | $850 | $978 | | Payout Percentage(2) | 0% | 50% | 100% | 200% |

  34. Elements of Our Executive Compensation and Benefits Programs

    (1) Adjusted EBIT is defined as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) loss on extinguishment of debt; (iv) income tax expense; (v) impairment charges; (vi) net favorable lease costs; (vii) costs related to debt amendments; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains. (2) Payouts for performance between these various performance achievement levels are calculated using straight line interpolation. Awards made to NEOs under the fiscal 2025 Annual Incentive Plan are equal to the product of: (i) the Adjusted EBIT Payout Percentage; and (ii) the NEO’s target annual incentive award. Notwithstanding this formula, the Committee retains discretion to adjust payouts, including making no payout, based on unanticipated positive or negative events or other factors deemed relevant by the Committee, as determined by the Committee in its sole and absolute discretion. In exercising its discretion to reduce the amount of an award, the Committee may take into account the NEO’s individual performance rating. 2025 Achieved Performance and Determination of Payout Following the conclusion of fiscal 2025, the Committee assessed whether and to what extent the performance goal for the year was met. Our performance with respect to the performance goal was as follows:

  35. Elements of Our Executive Compensation and Benefits Programs

    | Metric | Target | Actual | Payout Percentage | | Adjusted EBIT ($M)(1) | $850 | $923 | 157% |

  36. Elements of Our Executive Compensation and Benefits Programs

    The range of potential payouts under the 2025 Annual Incentive Plan for each of our NEOs is presented below in the Fiscal 2025 Grants of Plan-Based Awards Table. The actual 2025 Annual Incentive Plan awards earned and payable to each NEO are also reported below in the Fiscal 2025 Summary Compensation Table. Long-Term Incentives The Committee believes that long-term incentives (“LTIPs”) are an important component of compensation that helps us to attract, retain and motivate our NEOs. These incentives also align the financial rewards paid to our NEOs with our long-term performance, thereby encouraging our NEOs to focus on long-term goals. The LTIP is designed to promote achievement of corporate goals, encourage the growth of stockholder value, enable participation in our long-term growth and profitability, and serve as an incentive for continued employment. In setting the value of equity incentive compensation for executives, the Committee’s determinations are informed by assessments conducted by Meridian, peer group market data and alignment with our compensation philosophy. For fiscal 2025, the Committee approved each NEO’s LTIP target value based on a variety of factors including but not limited to role, contributions, market data, and recommendations from the CEO (for all NEOs except the CEO). In February 2025, in recognition of the value of her role to the Company and her important contributions to the Company’s ongoing performance, including bringing a more strategic perspective to the role and adding value to the Company's merchandising and operational initiatives, and tying them to the Company's long-range plan, and in order to maintain competitive positioning relative to the market, the Committee increased Ms. Wolfe’s annual target LTIP value for 2025 from 250% to 400%, and for subsequent years from 250% to 300%. 2025 LTIP Mix The Committee routinely evaluates and considers the type of awards granted under our LTIP. In November 2024, the Committee evaluated the mix of awards to be granted under our 2025 LTIP. After reviewing input and analysis from Meridian, the Committee determined that it was appropriate to eliminate stock options from the Company’s LTIP mix. As a result, the mix for the annual grants made on May 1, 2025 was 65% PSUs and 35% RSUs. The Committee made this determination based on peer and market practices, as well as a desire to increase the proportion of PSUs in the LTIP.

  37. Elements of Our Executive Compensation and Benefits Programs

    | 2025 LTIP Mix | | |

  38. Elements of Our Executive Compensation and Benefits Programs

    PSUs. In February 2025, the Committee approved the grant of PSUs to each NEO. The PSUs vest based on an Adjusted EPS growth target which applies to each year of the three-year performance period (fiscal 2025 to fiscal 2027). Performance is assessed annually during the three-year cumulative period, and payout at the end of the three-year period is based on the average of the results across the three-year cumulative period. All awards vest at the end of the three-year period. This design emphasizes consistent year-over-year performance across the three-year cumulative period. Because each year’s target is measured from the prior year’s actual results, sustained performance is essential throughout the performance cycle. The Adjusted EPS Growth targets are established at the beginning of the three-year performance period, using Fiscal 2024 Adjusted EPS as the baseline. The target is designed to be challenging while achievable through coordinated and disciplined execution by our executives. The threshold, target, and maximum growth levels align with the Company’s long-range plan. Adjusted EPS Growth measures the growth rate of our per share earnings (excluding expenses associated with bankruptcy acquired leases), and the Committee believes this metric is closely aligned with driving stockholder value and incentivizes sales growth, margin expansion and the efficient use of cash. RSUs. In February 2025, the Committee approved the grant of RSUs to each NEO. RSUs are subject to time-based vesting and provide a retention incentive for our NEOs and an incentive to increase stockholder value. RSUs vest in 25% increments over a four-year vesting period, subject to the NEO’s continued employment through the applicable vesting date.

  39. Elements of Our Executive Compensation and Benefits Programs

    | Named Executive Officer | Target LTIP Value | PSUs (Target) | RSUs | | Michael O’Sullivan | $10,842,768 | 30,911 | 16,645 | | Kristin Wolfe | $3,285,936 | 9,368 | 5,044 | | Jennifer Vecchio | $5,778,888 | 16,475 | 8,871 | | Travis Marquette | $3,895,836 | 11,106 | 5,981 | | Matthew Pasch | $772,692 | 2,203 | 1,186 |

  40. Elements of Our Executive Compensation and Benefits Programs

    PSUs Granted in Fiscal 2023 Fiscal 2025 represented the final year of the performance period for the PSUs granted in fiscal 2023. In February 2026, the Committee reviewed our performance relative to the targets established for these PSU awards. The 2023 PSUs were subject to the achievement of pre-established Adjusted EPS growth over a three-year performance period, with performance measured on an annual basis (eligible vesting with respect to each year determined based on Adjusted EPS growth goals established in fiscal 2023). The 2023 PSUs were earned based upon the Adjusted EPS growth achieved by the Company during the 2023, 2024 and 2025 fiscal years as follows:

  41. Elements of Our Executive Compensation and Benefits Programs

    | Fiscal 2023 PSU | Threshold | Target | Maximum | | Adjusted EPS Growth Per Year(1) | 6.7% | 13.3% | 20.0% | | Percent of Target Payout(2) | 50% | 100% | 200% |

  42. Termination-Based Compensation

    Termination-Based Compensation Severance arrangements applicable to each of our NEOs other than Mr. Pasch are set forth in each of their respective employment agreements. Mr. Pasch’s severance benefits are governed by the Burlington Stores, Inc. Executive Severance Plan (the “Severance Plan”). Additionally, effective as of May 27, 2025, the Committee adopted an Executive Change in Control Severance Plan (the “CIC Severance Plan”), which provides certain severance benefits to each of our NEOs upon certain qualifying terminations of employment in connection with a change in control. On March 17, 2026, the Committee amended and restated the Severance Plan (the “Amended Executive Severance Plan”). The Amended Executive Severance Plan superseded and replaced the Burlington Stores, Inc. Executive Severance Plan (Merchandising & Planning), which the Committee terminated in accordance with its terms effective as of the same date. The Amended Executive Severance Plan provides for the following severance benefits upon a termination of employment by the Company without “cause” or, to the extent occurring within the two-year period following a “change in control,” a termination by the participant with “good reason” (each as defined in the Amended Executive Severance Plan): (i) continued payment of base salary for two years; (ii) a pro-rated annual bonus for the year in which the termination occurs based on attainment of actual level of performance for such year; and (iii) subsidized benefits continuation for two years. As a condition to receive the severance payments and benefits, the Amended Executive Severance Plan requires that each participant execute and not revoke a general release of claims against the Company and, for two years following termination, comply with certain post-termination restrictive covenants in favor of the Company. The Amended Executive Severance Plan is not duplicative of severance that a participant may be entitled to receive under an employment or severance agreement or under the CIC Plan. The Committee believes these arrangements play an important role in protecting our highly competitive business by restricting our executive officers from working for a competitor or soliciting our associates during the specified severance period. Additionally, each NEO’s equity grant agreements contain terms regarding vesting in connection with the termination of employment and change in control. The Committee believes that these termination and change in control terms provide our NEOs with an incentive to act in stockholders’ best interests during a potential change in control despite the risk of losing their jobs or a significant change in the nature of their benefits and responsibilities. A detailed discussion of compensation payable upon termination or a change in control is provided below under the caption entitled “Potential Payments Upon Termination or Change in Control.”

  43. Compensation Recoupment (“Clawback”) Policy

    which may include requiring relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) and/or repayment of previously paid incentive cash compensation. Additionally, the Committee has adopted a clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. This policy provides for recovery of erroneously awarded incentive-based compensation (such as cash bonuses received under the Company’s Annual Incentive Plan and PSUs received under the Company’s 2022 Incentive Plan) received by current and former executive officers during the three years prior to an accounting restatement. The policy applies to incentive compensation received on or after October 2, 2023. It removes discretion from the Committee as to whether to recover compensation and requires recovery without regard to culpability. The full text of the policy is available as an exhibit to our Fiscal 2025 Form 10-K.

  44. Equity Grant Timing

    Equity Grant Timing It is the policy of the Committee that neither the Committee nor any member of Company management shall backdate any equity grant or manipulate the exercise price of equity-based awards. The Committee believes that establishing fixed grant dates in advance, to the extent possible, is an important measure to ensure the integrity of the award granting process. Accordingly, each annual grant and off-cycle grant of equity-based awards are granted on a pre-determined date, as follows: Annual Grants—Annual grants are made on May 1 or, to the extent May 1 is not a business day, on the first business day following May 1. Annual grants of equity-based awards to NEOs are approved at a Committee meeting that is typically held each year in February. Off-Cycle Grants—The date the Committee acts to approve an award, or such later specified date as the Committee shall designate in the approval, shall be used as the grant date of the award for off-cycle grants to NEOs. Except as otherwise approved by the Committee, no award to an executive officer may have a grant date that is within four business days before or within one business day after the filing or furnishing by the Company of a Form 10-K, Form 10-Q or Form 8-K that includes material non-public information. We do not attempt to accelerate or delay the public release of material information in consideration of a pending equity grant in order to allow an award recipient to benefit from a more favorable stock price. The table titled "Fiscal 2025 Grants of Plan-Based Awards" contains further details regarding the timing of fiscal 2025 grants to our NEOs.

  45. Tax and Accounting Considerations

    In accordance with applicable disclosure requirements, to the extent that risks may arise from our compensation policies and practices that are reasonably likely to have a material adverse effect on us, we are required to discuss those policies and practices for compensating our associates as they relate to our risk management practices and the possibility of incentivizing risk-taking. The Committee considers risks associated with our compensation policies and practices and, as part of its consulting services for the Committee, Meridian evaluates the potential for unintended risk associated with the design of our compensation programs. At the direction of the Committee, Meridian completed a comprehensive review of our compensation policies and practices to determine whether potential risk existed and whether there were design factors that mitigated potential risk areas. Upon receiving Meridian’s assessment, the Committee concluded that our compensation policies and practices do not encourage behaviors that could create material risk for the Company. A number of features in our compensation programs mitigate risk and protect against excessive risk-taking behavior and the potential for unintended consequences, including: • Our compensation mix for participants in our LTIP and Annual Incentive Plans is designed to create a balance between short-term results and long-term sustainable performance. Throughout the organization, variable/fixed pay and short-term/long-term pay is carefully calibrated to create an appropriate pay mix and structure by level and, for senior executives, a large portion of pay is variable and oriented toward long-term performance. • A portion of the 2025 LTIP awards made to senior vice presidents and officers above that level (including our NEOs) are in the form of PSUs based on pre-established goals linked to our performance over a three-year period. Accordingly, the performance period and vesting schedules for long-term incentives awards will thereafter overlap which we believe reduces the motivation to maximize performance in any one period. • Our Annual Incentive Plan and PSUs include a maximum payout cap. In addition, the Committee has the authority to exercise discretion when determining payouts under our incentive programs. • Time-based equity awards granted to our associates generally do not vest fully for four years. We believe this longer vesting period discourages unnecessary or excessive risk-taking. • Because executive incentive compensation has a large stock component, the value is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines for our executive officers and non-employee directors, which expose our executive officers and non-employee directors to the loss of the value of the retained equity. • We maintain a compensation recoupment policy, which provides that the Committee may require relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) and/or repayment of previously paid incentive cash compensation in the event of a financial restatement or significant financial harm to us arising out of willful actions or gross negligence by any officer. We also maintain a compensation recoupment policy (adopted by the Compensation Committee) to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. • The Committee has established a compensation peer group designed to provide meaningful comparisons to ‘market’ and align compensation programs with industry practice. • We have a rigorous system of internal controls designed to prevent fraud, deterring individual associates from creating adverse material risk in pursuit of short- or long-term compensation. In addition, restricted personnel are prohibited from engaging in any hedging or monetization transactions with respect to our securities. We have reasonable severance arrangements.

  46. Tax and Accounting Considerations

    | Fiscal 2025 Summary Compensation Table |

  47. Tax and Accounting Considerations

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Michael O’Sullivan, | 2025 | 1,519,535 | — | 10,842,768 | — | 4,771,341 | 15,920 | 17,149,564 | | Chief Executive Officer | 2024 | 1,475,277 | — | 7,895,009 | 2,628,235 | 3,386,393 | 15,720 | 15,400,634 | | | 2023 | 1,459,231 | — | 7,665,192 | 2,556,440 | 2,163,000 | 15,120 | 13,858,983 | | Kristin Wolfe, | 2025 | 881,867 | — | 3,285,936 | — | 1,384,532 | 15,920 | 5,568,255 | | Executive Vice President and | 2024 | 815,904 | — | 1,495,368 | 497,801 | 936,425 | 15,720 | 3,761,218 | | Chief Financial Officer | 2023 | 800,962 | — | 1,406,293 | 469,073 | 598,125 | 15,120 | 3,289,573 | | Jennifer Vecchio, | 2025 | 1,182,388 | — | 5,778,888 | — | 2,413,255 | 15,920 | 9,390,451 | | Group President and Chief | 2024 | 1,147,950 | — | 4,207,859 | 1,400,745 | 2,283,699 | 15,720 | 9,055,973 | | Merchandising Officer | 2023 | 1,135,464 | — | 4,835,252 | 1,612,672 | 1,458,673 | 15,120 | 9,057,181 | | Travis Marquette, | 2025 | 996,381 | — | 3,895,836 | — | 1,877,182 | 31,885 | 6,801,284 | | President and Chief Operating | 2024 | 967,360 | — | 2,836,749 | 944,357 | 1,480,337 | 31,220 | 6,260,023 | | Officer | 2023 | 956,838 | — | 2,065,773 | 688,894 | 945,540 | 30,620 | 4,687,665 | | Matthew Pasch, | 2025 | 632,262 | — | 772,692 | — | 744,488 | 31,885 | 2,181,327 | | Executive Vice President and | 2024 | 613,846 | — | 562,721 | 187,268 | 704,520 | 31,220 | 2,099,575 | | Chief Human Resources Officer | 2023 | 525,707 | — | 476,285 | 158,782 | 356,604 | 18,823 | 1,536,201 |

  48. Tax and Accounting Considerations

    | Fiscal 2025 Grants of Plan-Based Awards |

  49. Employment Arrangements with our NEOs

    | Outstanding Equity Awards at Fiscal 2025 Year-End |

  50. Employment Arrangements with our NEOs

    | Fiscal 2025 Option Exercises and Stock Vested |

  51. Employment Arrangements with our NEOs

    | Pension Benefits |

  52. Employment Arrangements with our NEOs

    | Nonqualified Deferred Compensation |

  53. Employment Arrangements with our NEOs

    | Potential Payments Upon Termination or Change in Control |

  54. Equity Grant Agreements for NEOs

    | Pay Ratio |

  55. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation actually paid” represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the “Compensation Discussion and Analysis” (the “CD&A”). The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to stock options, RSUs and PSUs which remain subject to forfeiture if the vesting conditions are not satisfied.

  56. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: (4) | | | | | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($) (in thousands) (6) | Adjusted EBIT ($) (in thousands)(7) | | 2025 | 17,149,564 | 23,613,923 | 5,985,329 | 8,084,108 | 118.87 | 195.42 | 610,153 | 922,533 | | 2024 | 15,400,634 | 38,247,607 | 5,294,197 | 12,452,070 | 114.07 | 163.05 | 503,639 | 761,116 | | 2023 | 13,858,983 | 17,084,260 | 4,082,541 | 4,280,552 | 79.04 | 132.95 | 339,649 | 596,219 | | 2022 | 12,825,904 | 2,839,170 | 4,837,190 | 4,954,782 | 90.95 | 117.29 | 230,123 | 430,334 | | 2021 | 13,867,435 | 10,280,616 | 4,863,897 | 3,201,969 | 92.52 | 108.05 | 408,839 | 801,712 |

  57. Pay Versus Performance

    (1) Mr. O’Sullivan served as the Company’s principal executive officer for the entirety of fiscal 2021, 2022, 2023, 2024 and 2025. The Company’s other NEOs for the applicable years were as follows: - 2025: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; and Matthew Pasch. - 2024: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; and Matthew Pasch. - 2023: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; Matthew Pasch; and Michael Allison. - 2022: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; Michael Allison; and John Crimmins. - 2021: John Crimmins; Jennifer Vecchio; Travis Marquette; Michael Allison; Mike Metheny; and Fred Hand. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. O’Sullivan and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s other NEOs reported for the applicable year. (3) To calculate “compensation actually paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. O’Sullivan and for the average of the other NEOs is set forth following the footnotes to this table. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on January 29, 2021. Historic stock price performance is not necessarily indicative of future stock price performance. (5) The TSR Peer Group consists of the Dow Jones Apparel Retailers Index, an independently prepared index that includes companies in the retail industry. (6) In accordance with SEC rules, we are required to describe the relationship between “compensation actually paid” to our CEO and to our other NEOs and our net income. However, our incentive plans do not link “compensation actually paid” to our executive officers and our net income. Therefore, changes in “compensation actually paid” to our executive officers may not necessarily correlate to changes in our net income. As noted in the CD&A, Adjusted EBIT is a core driver of our performance and success, as it measures profitability, reflects management efforts to manage expenses, and further aligns our NEOs’ interests with our stockholders’ interests. Adjusted EBIT is defined as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) loss on extinguishment of debt; (iv) income tax expense; (v) impairment charges; (vi) net favorable lease costs; (vii) costs related to debt amendments; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains. Please see the CD&A for more information regarding Adjusted EBIT and our incentive programs. In determining achievement of target Adjusted EBIT for fiscal 2025, the Committee excluded approximately $35 million of expenses associated with bankruptcy acquired leases.

  58. Pay Versus Performance

    | 70 | Burlington Stores, Inc. 2026 Proxy Statement | |

  59. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  60. Compensation Actually Paid Adjustments

    | | | (MINUS) | PLUS | PLUS/(MINUS) | PLUS | PLUS/(MINUS) | (MINUS) | EQUALS | | Year | Summary Compensation Table Total ($)(a) | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(b) | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(c) | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(d) | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(e) | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(f) | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Compensation Actually Paid ($) | | Michael O’Sullivan | | | | | | | | | | 2025 | 17,149,564 | (10,842,768) | 16,447,704 | 4,787,067 | — | (3,927,644) | — | 23,613,923 | | 2024 | 15,400,634 | (10,523,244) | 21,652,549 | 11,837,612 | — | (119,944) | — | 38,247,607 | | 2023 | 13,858,983 | (10,221,632) | 14,971,860 | (625,065) | — | (899,886) | — | 17,084,260 | | 2022 | 12,825,904 | (9,749,425) | 10,553,849 | (4,230,176) | — | (6,560,982) | — | 2,839,170 | | 2021 | 13,867,435 | (8,514,967) | 5,454,134 | (4,148,989) | — | 3,623,003 | — | 10,280,616 | | Other NEOs (Average) (h) | | | | | | | | | | 2025 | 5,985,329 | (3,433,338) | 5,208,136 | 1,371,090 | — | (1,047,109) | — | 8,084,108 | | 2024 | 5,294,197 | (3,033,217) | 6,241,100 | 3,639,937 | — | 310,053 | — | 12,452,070 | | 2023 | 4,082,541 | (2,560,156) | 3,457,459 | (247,207) | 112,034 | (497,699) | (66,420) | 4,280,552 | | 2022 | 4,837,190 | (3,117,644) | 4,028,855 | (411,675) | — | (381,944) | — | 4,954,782 | | 2021 | 4,863,897 | (2,900,883) | 1,816,041 | (421,337) | — | 940,057 | (1,095,806) | 3,201,969 |

  61. Compensation Actually Paid Adjustments

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. (b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and as reflected in the Summary Compensation Table for the applicable year. (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Amounts reported in this column represent equity awards granted to Mr. Allison in fiscal 2023 and which vested in fiscal 2023 in accordance with the termination vesting provisions set forth in the award agreements. (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the prior fiscal year. (h) See footnote 1 above for the NEOs included in the average for each year.

  62. Compensation Actually Paid Adjustments

    | | Burlington Stores, Inc. 2026 Proxy Statement | 71 |

  63. Compensation Actually Paid Adjustments

    Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the years reported above and over the five-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance. As noted above, our incentive plans do not link “compensation actually paid” to our executive officers and our net income. Therefore, changes in “compensation actually paid” to our executive officers may not necessarily correlate to changes in our net income.

  64. Compensation Actually Paid Adjustments

    | 72 | Burlington Stores, Inc. 2026 Proxy Statement | |

  65. Compensation Actually Paid Adjustments

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link “compensation actually paid” to the NEOs for fiscal 2025. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program, including the Annual Incentive Plan and 2025 PSUs. • Adjusted EBIT • Adjusted EPS Growth • Stock price

  66. Compensation Actually Paid Adjustments

    | | Burlington Stores, Inc. 2026 Proxy Statement | 73 |