BURLINGTON STORES INC (BURL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BURLINGTON STORES INC · Meeting: May 19, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Seven Directors Nominated by Burlington Stores, Inc.'s Board of Directors
Burlington's 3-year stock return of 73.6% outperformed the peer group median by +51.8 percentage points, well below the 65-point threshold needed to trigger a concern; English has no attendance, overboarding, or other disqualifying issues.
Goodman joined the board in January 2025, which is within the 24-month new-director exemption window, so she is automatically exempt from the stock performance review; she brings relevant CEO and retail industry experience with no other disqualifying flags.
Burlington's strong 3-year outperformance versus its peer group (+51.8 percentage points) does not trigger any concern under the policy; Hitch has extensive retail and private equity experience with no attendance, overboarding, or independence issues.
The stock performance trigger does not apply given Burlington's strong 3-year TSR relative to its peer group; Mahoney brings deep financial and retail expertise and has served effectively as independent Board Chair.
Burlington's 3-year outperformance versus its peer group is strong and does not trigger any concern; Sen has extensive retail CEO experience and audit committee financial expertise with no disqualifying flags.
Skirvin joined the board in November 2025, which is within the 24-month new-director exemption window, so he is automatically exempt from the stock performance review; he brings deep retail and finance experience with no other disqualifying issues.
Burlington's strong peer-relative 3-year TSR does not trigger any concern; Sullivan is a retired PricewaterhouseCoopers partner and certified public accountant who provides strong audit committee financial expertise with no disqualifying flags.
All seven director nominees receive a FOR vote. Burlington's 3-year stock return of 73.6% outperformed the company-disclosed peer group median by +51.8 percentage points, comfortably below the 65-point threshold required to trigger director accountability concerns under the policy. Two nominees (Goodman and Skirvin) joined the board within the past 24 months and are exempt from the performance review. All directors appear independent where required, meeting attendance was at or above 92%, and no overboarding or other disqualifying issues were identified.
Say on Pay
✓ FORCEO
Michael O’Sullivan
Total Comp
$17,149,564
Prior Support
89%%
CEO total compensation of approximately $17.1 million is within a reasonable range for a large-cap consumer retail CEO at a $21 billion market cap company, and the program's structure is strong: roughly 90% of the CEO's target pay is variable and at risk, with 65% of long-term incentive grants tied to pre-set performance goals (performance stock awards) and 35% in time-vested restricted stock. The company delivered excellent fiscal 2025 results — net sales up 9%, adjusted earnings per share up 22% — and the 3-year stock return of 73.6% substantially outperformed the peer median, confirming that incentive pay was earned and aligned with shareholder outcomes. Prior year Say-on-Pay support was 89%, and the company has a robust clawback policy and no egregious pay practices such as excise tax gross-ups, guaranteed bonuses, or single-trigger change-in-control vesting.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
43 yrs
Audit Fees
$1,733,625
Non-Audit Fees
$98,544
Deloitte has served as Burlington's auditor since 1983, giving it approximately 43 years of continuous tenure, which far exceeds the 25-year threshold in the voting policy that triggers a No vote. The non-audit fee ratio is well within acceptable limits (non-audit fees of about $98,544 represent roughly 5.7% of audit fees of $1,733,625, well below the 50% threshold), and no material restatements were identified. However, the extremely long auditor tenure raises concerns about whether the auditor can maintain true independence and professional skepticism after decades of working with the same management team, and the proxy does not provide a specific and compelling rationale for continuing this relationship beyond general performance and quality assessments.
Overall Assessment
The 2026 Burlington Stores annual meeting ballot presents four proposals; the key exception to board recommendations is a vote AGAINST ratification of Deloitte as auditor due to its 43-year tenure, which far exceeds the 25-year policy threshold for auditor independence concerns. All seven director nominees and the Say-on-Pay proposal receive FOR votes, supported by Burlington's strong financial performance and stock outperformance versus its peer group over the past three years.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing