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BURLINGTON STORES, INC. (Name of Registrant As Specified in Its Charter)

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BURLINGTON STORES, INC. (Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a–12 BURLINGTON STORES, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Burlington Stores, Inc. 2006 Route 130 North Burlington, New Jersey 08016 April 1, 2016 Dear Burlington Stockholder: You are cordially invited to attend the 2016 Annual Meeting of Stockholders of Burlington Stores, Inc., which will be held at the company’s corporate offices located at 1830 Route 130 North, Burlington, New Jersey 08016 on May 18, 2016 at 10:00 a.m. Eastern Time. All holders of shares of our outstanding common stock as of the close of business on March 24, 2016 are entitled to vote at the meeting. Details of the business to be conducted at the meeting are given in the notice of annual meeting of stockholders and the proxy statement which are included on the following pages. Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the annual meeting. We appreciate your support of Burlington Stores. Thomas A. Kingsbury Chairman, President and Chief Executive Officer Table of Contents BURLINGTON STORES, INC. 2006 Route 130 North Burlington, New Jersey 08016 NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS To Be Held On May 18, 2016 The 2016 Annual Meeting of Stockholders of Burlington Stores, Inc. will be held at the company’s corporate offices, located at 1830 Route 130 North, Burlington, New Jersey 08016, on May 18, 2016 at 10:00 a.m. Eastern Time, for the following purposes: 1. To elect three directors nominated by Burlington Stores, Inc.’s Board of Directors; 2. To ratify the appointment of Deloitte & Touche LLP as Burlington Stores, Inc.’s independent registered certified public accounting firm for the fiscal year ending January 28, 2017; 3. To obtain non-binding advisory approval of the compensation of Burlington Stores, Inc.’s named executive officers; and 4. To consider any other business properly brought before the meeting. The foregoing items of business are more fully described in the accompanying proxy statement. The record date for determining those stockholders who will be entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof is March 24, 2016. Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the question entitled “How do I vote?” on page 2 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the annual meeting by following the instructions in the proxy statement. If you decide to attend the annual meeting and wish to change your proxy vote, you may do so automatically by voting in person at the annual meeting. BY ORDER OF THE BOARD OF DIRECTORS Janet Dhillon, Executive Vice President, General Counsel and Corporate Secretary Burlington, New Jersey April 1, 2016 Important notice regarding the availability of proxy materials for the 2016 Annual Meeting of Stockholders to be held on May 18, 2016: This Notice of Annual Meeting, the accompanying Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended January 30, 2016 are all available at http://www.astproxyportal.com/ast/18550/ YOUR VOTE IS IMPORTANT PLEASE SIGN, DATE, & RETURN YOUR PROXY CARD OR VOTE BY TELEPHONE OR INTERNET Table of Contents TABLE OF CONTENTS Page No. 2016 PROXY STATEMENT 1 ABOUT THE ANNUAL MEETING 1 PROPOSAL NO. 1—ELECTION OF DIRECTORS 5 Overview of Our Board Structure 5 Nominees for Election at Annual Meeting 6 Recommendation of the Board of Directors 6 Directors Continuing in Office 7 EXECUTIVE OFFICERS OF THE COMPANY 9 CORPORATE GOVERNANCE 11 Corporate Governance Guidelines 11 Board Leadership Structure 11 Board’s Role in Risk Oversight 12 Independent Directors 12 Meeting Attendance 12 Executive Sessions 12 Communications with the Board of Directors 12 Nominees for the Board of Directors 12 Code of Conduct and Code of Ethics 13 BOARD COMMITTEES 14 DIRECTOR COMPENSATION 16 PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM 19 General 19 Principal Accountant Fees and Services 19 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Certified Public Accounting Firm 19 Recommendation of the Board of Directors 20 PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION 21 General 21 Recommendation of the Board of Directors 21 OWNERSHIP OF SECURITIES 22 Section 16(a) Beneficial Ownership Reporting Compliance 23 Securities Authorized for Issuance Under Equity Compensation Plans 24 EXECUTIVE COMPENSATION 25 Compensation Discussion and Analysis 25 Report of the Compensation Committee 44 Compensation Committee Interlocks and Insider Participation 44 Compensation-Related Risk 44 Summary Compensation Table 45 Grants of Plan-Based Awards 46 Outstanding Equity Awards at Fiscal Year-End 49 Option Exercises and Stock Vested 50 Pension Benefits 50 Nonqualified Deferred Compensation 50 Potential Payments Upon Termination or Change in Control 50 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 54 AUDIT COMMITTEE REPORT 56 STOCKHOLDER PROPOSALS FOR 2017 ANNUAL MEETING OF STOCKHOLDERS 56 STOCKHOLDERS SHARING THE SAME ADDRESS 57 FORM 10-K 57 OTHER MATTERS 57 Table of Contents 2016 PROXY STATEMENT This proxy statement and the accompanying materials are being made available to stockholders of Burlington Stores, Inc. (“Burlington”, “the Company”, “we”, “us”, or “our”) beginning on or about April 1, 2016. In this proxy statement, you will find information on the matters to be presented at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) and information to assist you in voting your shares. ABOUT THE ANNUAL MEETING Who is soliciting my vote? The Board of Directors of Burlington Stores, Inc. (the “Board” or the “Board of Directors”) is soliciting your vote at the Annual Meeting. What will I be voting on? You will be voting on: • Election of three directors nominated by the Board (Proposal 1); • Ratification of the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for the fiscal year ending January 28, 2017 (Proposal 2); • Non-binding advisory approval of the compensation of our named executive officers (Proposal 3); and • Any other business that may properly come before the Annual Meeting. What are the Board of Directors’ voting recommendations? The Board recommends that you vote: • FOR each of the three directors nominated by the Board (Proposal 1); • FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for the fiscal year ending January 28, 2017 (Proposal 2); and • FOR the non-binding advisory approval of the compensation of our named executive officers (Proposal 3). Who is entitled to vote? All stockholders who owned the Company’s common stock at the close of business on the record date, March 24, 2016, are entitled to attend and vote at the Annual Meeting. How many votes do I have? You will have one vote on each matter for every share of the Company’s common stock you owned on the record date. How many votes can be cast by all stockholders? Each share of the Company’s common stock is entitled to one vote. There is no cumulative voting. On the record date, the Company had 71,284,448 shares of common stock outstanding and entitled to vote. 1 Table of Contents How many shares must be present to hold the Annual Meeting? A majority of the outstanding shares of the Company’s common stock must be present or represented by proxy at the Annual Meeting in order to have a quorum. If the persons present or represented by proxy at the Annual Meeting constitute the holders of less than a majority of the outstanding shares of common stock as of the record date, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.
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