Sector: Consumer Discretionary
BURLINGTON STORES INC · Meeting: May 19, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Seven Directors Nominated by Burlington Stores, Inc.'s Board of Directors
Burlington's 3-year stock return of 66.3% is strong positive, and the gap versus the XLY sector ETF is only +16.7 percentage points — well below the 65-point threshold needed to trigger a vote against; English has deep retail industry experience and no overboarding or attendance concerns.
Goodman joined the board in January 2025, which is within the 24-month exemption window, so the TSR trigger does not apply; she brings relevant CEO and senior retail executive experience with no independence or attendance concerns.
Burlington's 3-year stock return of 66.3% is strong positive and the outperformance gap versus the XLY sector ETF of +16.7 percentage points is far below the 65-point threshold required to trigger a vote against; Hitch has extensive retail investment and advisory experience and no overboarding or attendance issues.
Burlington's 3-year TSR substantially outperforms the XLY benchmark and the gap does not meet the 65-point trigger threshold; Mahoney brings over 30 years of financial and retail expertise as independent board chairman with no attendance or overboarding concerns.
Burlington's 3-year TSR of +66.3% is strong positive and the +16.7 percentage point gap versus XLY is well below the 65-point trigger threshold; Sen brings over 25 years of retail leadership experience and has no attendance or independence concerns.
Skirvin joined the board in November 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings over 30 years of retail industry experience and no overboarding or attendance concerns.
Burlington's 3-year TSR of +66.3% is strong positive and the +16.7 percentage point outperformance gap versus XLY is far below the 65-point trigger threshold; Sullivan is a retired PwC partner and CPA serving as Audit Committee chair with deep financial expertise and no overboarding or attendance issues.
All seven director nominees receive a FOR vote. Burlington's 3-year price return of 66.3% substantially outperforms the XLY consumer discretionary ETF by +16.7 percentage points, which does not meet the 65-point threshold required to trigger votes against directors under the strong-positive TSR tier. Two directors (Goodman and Skirvin) joined within the past 24 months and are exempt from the TSR trigger entirely. No director exhibits overboarding, poor attendance, independence concerns, or lack of relevant qualifications.
CEO
Michael O’Sullivan
Total Comp
$17,149,564
Prior Support
89%%
CEO Michael O'Sullivan received total compensation of approximately $17.1 million, which is within a reasonable range for a CEO of a $20+ billion market cap consumer discretionary retailer with strong performance — net income grew 21% and adjusted EPS increased 22% in fiscal 2025. The compensation structure is heavily performance-oriented, with roughly 90% of the CEO's target pay classified as at-risk, including performance stock awards tied to multi-year adjusted EPS growth targets; the fiscal 2023 performance stock awards paid out at 200% of target based on 33% average annual EPS growth over three years, which reflects genuine pay-for-performance alignment. Prior year say-on-pay support was 89%, well above the 70% threshold, and no significant structural concerns — such as guaranteed bonuses, excessive fixed pay, or a missing clawback policy — are present.
Auditor
Deloitte & Touche LLP
Tenure
43 yrs
Audit Fees
$1,733,625
Non-Audit Fees
$98,544
Deloitte has audited Burlington and its predecessor since 1983 — a tenure of approximately 43 years — which far exceeds the 25-year threshold in the voting policy. The proxy does not provide a specific and compelling rationale for continued engagement beyond a general evaluation process and statements about Deloitte's industry expertise. The non-audit fee ratio is well within acceptable limits at approximately 5.7% of audit fees, and no material restatements are identified, but the extreme length of the auditing relationship raises meaningful independence and professional skepticism concerns that are not adequately addressed.
The 2026 Burlington Stores annual meeting presents four proposals: all seven director nominees receive FOR votes as Burlington's strong 3-year stock performance well exceeds the threshold needed to trigger any votes against; the Say on Pay vote receives a FOR given strong pay-for-performance alignment and 89% prior support; however, Deloitte's 43-year auditor tenure — far exceeding the 25-year policy threshold without a compelling justification — warrants an AGAINST vote on auditor ratification. There are no stockholder proposals on this year's ballot.
