Amended Current Report Filing (8-k/a)
June 17 2019 - 6:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 23, 2019
BURLINGTON STORES, INC.
(Exact Name of Registrant As Specified In Charter)
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Delaware
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001-36107
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80-0895227
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2006 Route 130 North
Burlington, New Jersey 08016
(Address of Principal Executive Offices, including Zip Code)
(609)
387-7800
(Registrants telephone number, including area code)
Not applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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BURL
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As reported in a Current Report on
Form 8-K
filed on April 23, 2019 (the Original
Form 8-K),
Thomas A. Kingsbury will step down as Chief Executive Officer of Burlington Stores, Inc. (the Company), effective as of the date on which the Companys new Chief Executive
Officer, Michael OSullivan, commences employment with the Company. Upon stepping down as Chief Executive Officer, Mr. Kingsbury will assume the role of Executive Chairman of the Companys Board of Directors (the Board).
This
Form 8-K/A
amends the Original
Form 8-K
to
provide information regarding the terms of Mr. Kingsburys service as Executive Chairman.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On June 14, 2019, the Company and Mr. Kingsbury
entered into an agreement governing the terms of his service as Executive Chairman (the Chairman Agreement), which supplements the terms of the Employment Agreement by and among Mr. Kingsbury, Burlington Coat Factory Warehouse
Corporation, and Burlington Coat Factory Holdings, Inc., dated as of December 2, 2008, as amended (the Employment Agreement). The Chairman Agreement provides that, upon the commencement of Mr. OSullivans employment
with the Company, Mr. Kingsbury will step down as Chief Executive Officer and assume the position of Executive Chairman. Mr. Kingsburys employment as Executive Chairman will continue until February 1, 2020 (the
Term), unless terminated earlier by the Company or Mr. Kingsbury. During the Term, Mr. Kingsbury will provide transition and other related services to the Company to transition his executive responsibilities to
Mr. OSullivan and will perform such other duties normally assigned to an Executive Chairman of a publicly-traded corporation. Under the terms of the Chairman Agreement, at the expiration of the Term, Mr. Kingsbury will be deemed to
have resigned from all positions with the Company, including as a member of the Board, unless otherwise agreed to by the parties.
During
the Term, Mr. Kingsburys compensation and benefits will continue at the same level as they have been during 2019 and Mr. Kingsbury will remain eligible to receive a bonus under the Companys fiscal year 2019 annual incentive
program, based on actual performance during fiscal year 2019 and subject to Mr. Kingsburys continued employment through the end of such fiscal year. In addition, the Chairman Agreement provides that Mr. Kingsbury will be entitled to
receive retirement vesting with respect to his outstanding equity awards, as contemplated by the Employment Agreement and subject to Mr. Kingsbury agreeing to provide consulting services to the Company during the
one-year
period following his termination as Executive Chairman in accordance with the terms of his Employment Agreement. Mr. Kingsburys employment as Executive Chairman may be terminated prior to
the expiration of the Term by the Company or by Mr. Kingsbury for any reason. Any termination prior to the expiration of the Term generally will be governed by the applicable provisions of the Employment Agreement, including provisions under
the Employment Agreement entitling Mr. Kingsbury to certain severance or termination-related payments and benefits. The Chairman Agreement clarifies, however, that Mr. Kingsbury will not be entitled to any severance upon the expiration of
the Term.
The foregoing summary description of the terms and conditions of the Chairman Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Chairman Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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BURLINGTON STORES, INC.
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/s/ David Glick
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David Glick
Senior Vice President of Investor Relations and
Treasurer
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Date: June 17, 2019
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