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:

What are the Board of Directors’Directors voting recommendations?

The Board recommends that you vote:

from the beneficial owner and does not have discretionary voting power with respect to that proposal. A bank, broker or other nominee may exercise its discretionary voting power with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for the fiscal year ending February 3, 20182020 (Proposal 2), but does not have discretion to vote with respect to the election of directors (Proposal 1), thenon-binding advisory approval of the compensation of our named executive officersNEOs (Proposal 3) or thenon-binding advisory approval of the Burlington Stores, Inc. 2013 Omnibus Incentive Plan (as amended and restated)frequency of futureSay-On-Pay votes (Proposal 4).

How many votes are required to elect directors and adoptapprove the other proposals?

The affirmative voteOur Amended and Restated Bylaws (the “Amended Bylaws”) require that, in an uncontested election, each director will be elected by a majority of the holders of a plurality of votes properly cast by the stockholders entitled to voteshares present in person or represented by proxy at the Annual Meeting is required forand entitled to vote in the election of directorssuch director such that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee (Proposal 1). Please see page 1119 for a further

description of our director resignation policy.majority vote standard for the election of directors. Proposals 2 3 and 43 require the approval of the holders of a majority of votes properly castpresent in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. With respect to Proposal 4, the frequency receiving the greatest number of votes will be considered the frequency that stockholders approve. Abstentions have no effect on the determination of whether a director nominee has received the requisite amount of votes cast (Proposal 1), but will have the same effect as a vote “against” Proposal 2 or Proposal 3 and, broker with respect to Proposal 4, will have no effect. Brokernon-votes have no effect on the determination of whether a director nominee or any proposalProposal 2, Proposal 3 or Proposal 4 has received a plurality or majoritythe requisite number of the votes cast.cast to pass.

Why did I receive aone-page notice in the mail regarding the Internetinternet availability of proxy materials instead of a full set of proxy materials?

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet.internet. We believe these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the

nominee will not vote your shares on the election of directors (Proposal 1), thenon-binding advisory approval of the compensation of our named executive officersNEOs (Proposal 3), or thenon-binding advisory approval of the Burlington Stores, Inc. 2013 Omnibus Incentive Plan (as amended and restated)frequency of futureSay-On-Pay votes (Proposal 4), but your nominee canmay exercise its discretionary voting power with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for the fiscal year ending February 3, 20182020 (Proposal 2) and register your shares as being present at the Annual Meeting for purposes of determining a quorum.

How doWhat does it mean if I attend the Annual Meeting?receive more than one notice, proxy or voting instruction card?

Admission to the Annual Meeting is limited to the Company’s stockholdersIt means that your shares may be registered differently or their proxy holders. Each stockholder will be asked to present proof of stock ownership and a valid, government-issued photo identification, such as a driver’s license, before being admitted to the Annual Meeting. Proof of stock ownership may consist of the top portion of the proxy card or, if shares are held in the name ofmore than one account. Please provide voting instructions for all notices, proxy and voting instruction cards you receive. Certain banks, brokers and other nominees have procedures in place to discontinue duplicate mailings upon a stockholder’s request. You should contact your bank, broker bank or other nominee an account statement or letter from the nominee indicating that the individual beneficially owned shares of the Company’s common stock on the record date for the Annual Meeting.more information.

Can I change my vote after I execute my proxy?

You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy with a later date, by voting again via the Internetinternet or by telephone, or by delivering written notice of revocation of your proxy to our Secretary at our principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, in and ofby itself, revoke a valid proxy that was previously delivered. If you hold shares in “street name,” you must contact the nominee that holds the shares on your behalf to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the Annual Meeting if you obtain a legal proxy as described above.

Will my vote be kept confidential?

Yes. The Company’s policy is that all proxy or voting instruction cards, ballots and vote tabulations which identify the vote of an individual stockholder are to be kept secret.secret unless required by law. Your vote will be disclosed to Burlington or its agents only:

Could other matters be decided at the Annual Meeting?

We do not know of any other matters that will be considered at the Annual Meeting. If any matter other than those described in this proxy statementProxy Statement arises at the Annual Meeting, the proxies will be voted at the discretion of the proxy holders.

How do I attend the Annual Meeting?

Admission to the Annual Meeting is limited to the Company’s stockholders or their proxy holders. Each stockholder will be asked to present proof of stock ownership and a valid, government-issued photo identification, such as a driver’s license, before being admitted to the Annual Meeting. Proof of stock ownership may consist of the top portion of the proxy card or, if shares are held in the name of a bank, broker or other nominee, an account statement or letter from the nominee indicating that the individual beneficially owned shares of the Company’s common stock on the record date for the Annual Meeting.

We currently plan to hold the Annual Meeting in person. However, we are actively monitoring the public health and travel safety concerns relating to the

		Ted English Age:66 Director since:2016 Committee Membership: •  Audit •  Compensation

Background:

Mr. English joined our Board of Directors in November 2016 and currently serves on our Audit Committee and Compensation Committee. Mr. English has been the Executive Chairman of the board of directors of Bob’s Discount Furniture since March 2016 and was its Chief Executive Officer from 2006 until his appointment as Executive Chairman. Prior to joining Bob’s Discount Furniture, Mr. English was TJX’s Chief Executive Officer from 2000 (and President from 1999) to 2005. Mr. English was Chairman of The Marmaxx Group between 2000 and 2004, and held various other executive and merchandising positions with TJX from 1983 to 1999. In addition to Burlington Stores, Inc. and Bob’s Discount Furniture, Mr. English serves on the board of directors of Rue La La, ane-commerce destination connecting world-class brands with next generation shoppers. He previously was a director of BJ’s Wholesale Club, Inc. Mr. English also serves on the Board of Trustees of various funds within the multi-affiliate structure of Natixis Global Asset Management, a global asset management firm.

		Mary Ann Tocio Jordan HitchAge:, 50, joined our Board of Directors in April 2006 and currently is the Chairman of our Compensation 71 Director since:2015 Committee and a member of ourMembership: •  Nominating and Corporate Governance Committee. Mr. Hitch was formerly a Managing Director at Bain Capital and left the firm after 18 years in 2015. He is currently an active personal investor across a wide range of early stage companies. Mr. Hitch is a member of the board of directors of Gymboree Corporation, owned by Bain Capital, and Bright Horizons Family Solutions, a company in which Bain Capital owns an interest. In connection with these board roles Mr. Hitch serves as a Senior Advisor to Bain Capital. Prior to joining Bain Capital, Mr. Hitch was a consultant at Bain & Company where he worked in the financial services, healthcare and utility industries. Mr. Hitch has substantial experience investing in retail companies and possesses valuable financial expertise, including significant experience with capital markets transactions and investments in both public and private companies. (Chair)
		Mary Ann Tocio, 68, joined of our Board of Directors in December 2015 and currently is a member of our Nominating and Corporate Governance Committee. She retired from Bright Horizons Family Solutions, Inc. in July 2015 after 23 years with that company, most recently as its President and Chief Operating Officer. Prior to Bright Horizons, Ms. Tocio held several positions with Wellesley Medical Management, Inc. (Health Stop), including Senior Vice President of Operations. Ms. Tocio is a member of the board of directors of Bright Horizons and Civitas Solutions, and is Chairman of the Board of Harvard Pilgrim Health Care, anon-profit•  health services company. Ms. Tocio was a member of the board of directors ofMac-Gray Corporation from 2006 to 2013. Ms. Tocio has significant leadership and operational experience, including expertise managing growing organizations, as well as substantial public company board experience.Compensation

Background:

Ms. Tocio joined our Board of Directors in December 2015 and currently serves as Chair of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee. She retired from Bright Horizons Family Solutions, Inc., an employer-sponsored child care provider, in July 2015 after 23 years with that company, most recently as its President and Chief Operating Officer. Prior to Bright Horizons, Ms. Tocio held several positions with Wellesley Medical Management, Inc. (Health Stop), including Senior Vice President of Operations. Ms. Tocio is a member of the board of directors of Bright Horizons and is a Governing Trustee of the Dana Farber Cancer Institute. Ms. Tocio was a member of the board of directors ofMac-Gray Corporation from 2006 to 2013 and a member of the board of directors of Civitas Solutions from 2015 to 2019.

		Thomas A. Kingsbury, 64, has served as our President and Chief Executive Officer, and on our Board of Directors, since December 2008. Mr. Kingsbury was appointed Chairman of the Board in May 2014. Prior to joining us, Mr. Kingsbury was Senior Executive Vice President—Information Services,E-Commerce,William P. McNamara Marketing and Business Development of Kohl’s Corporation from August 2006 to December 2008. Prior to joining Kohl’s, Mr. Kingsbury held various management positions with The May Department Stores Company, an operator of department store chains, commencing in 1976 and as President and Chief Executive Officer of the Filene’s division since February 2000. Mr. Kingsbury’sday-to-day leadership and experience as our President and Chief Executive Officer gives him unique insights into our challenges, opportunities and operations.   Age:69 Director since:2014 Committee Membership: •  Nominating and Corporate Governance

Background:

Mr. McNamara joined our Board of Directors in September 2014 and currently serves on our Nominating and Corporate Governance Committee. Mr. McNamara has over 30 years of retail experience with two prominent department stores, Macy’s/Federated and The May Department Stores Company. Mr. McNamara began his career at Filene’s, a division of May Department Stores, rising through the ranks of the merchandising organization. In 1998, Mr. McNamara was promoted to President of the May Merchandising Company to lead all brand merchandising and product development. In 2000, he was promoted to Vice Chairman of May Department Stores Company where he had direct responsibility for all of its department store divisions. In 2005, upon completion of the merger between Federated and May, he became Chairman and Chief Executive Officer of the company’s Midwest division. In 2008, Mr. McNamara became President of Macy’s Reinvent Strategies and served in that capacity until his retirement in 2009.

		Jessica Rodriguez John J. MahoneyAge:, 65, joined our Board of Directors in December 2013 and currently serves as the Lead Independent Director. Mr. Mahoney is also a member of our Compensation 47 Director since:2018 Committee and the Chairman of ourMembership: •  Nominating and Corporate Governance

Background:

Ms. Rodriguez joined our Board of Directors in October 2018 and currently serves on our Nominating and Corporate Governance Committee. Ms. Rodriguez has served as Chief Marketing Officer and President of Entertainment of UCI Networks, the leading media company serving Hispanic America, since August 2019. Prior to that, Ms. Rodriguez served as President and Chief Operating Officer of UCI Networks from January 2018 through July 2019. From 2014 through January 2018, Ms. Rodriguez served as Chief Marketing Officer for Univision Communications Inc. (UCI). Ms. Rodriguez oversees the daily operations of UCI’s television networks and oversees all marketing for the company and all entertainment development, live events, scheduling and acquisitions for Univision’s portfolio of television and cable networks. Ms. Rodriguez also oversees consumer branding and messaging, corporate marketing, branding initiatives and campaigns, and branding research analytics, among other functions. Prior to these roles at Univision, Ms. Rodriguez served as Executive Vice President of Program Scheduling & Promotions Officer from 2012 through 2014 and as Senior Vice President of Cable Networks, from 2011 through 2012. Ms. Rodriguez served in various other positions with Univision from 2001 through 2011.

		John J. Mahoney Age:68 Director since:2013 Committee Membership: •  None

Background:

Mr. Mahoney joined our Board of Directors in December 2013 and currently serves as Chairman of the Board. Mr. Mahoney is also a member of the board of directors of Bloomin’ Brands, Inc., Chico’s FAS and The Michaels Companies, Inc. Previously, Mr. Mahoney served on the Boards of Directors of Advo, Inc. from 2001 to 2007, Tweeter Home Entertainment Group, Inc. from 2004 to 2007 and Zipcar, Inc. from 2010 to 2012. Mr. Mahoney was Vice Chairman of Staples, Inc. from January 2006 until his retirement in July 2012. While at Staples, Mr. Mahoney was Chief Financial Officer from September 1996 to January 2012, Executive Vice President, Chief Administrative Officer and Chief Financial Officer from October 1997 to January 2006 and Executive Vice President and Chief Financial Officer from September 1996 to October 1997. Before joining Staples, Mr. Mahoney was a partner with the accounting firm of Ernst & Young LLP where he worked for 20 years, including service in the firm’s National Office Accounting and Auditing group. Mr. Mahoney is a certified public accountant.

		Tricia Patrick, 36, joined our Board of Directors in November 2012 and is on our Audit Committee. Ms. Patrick is a Managing Director of Advent International Corporation. Prior to Advent, Ms. Patrick held various positions with Bain Capital from 2004 through July 2016, most recently as a Principal in Bain Capital Private Equity’s consumer, retail and dining sector team. Prior to Bain Capital, Ms. Patrick was an investment professional in the Private Equity Group of Goldman, Sachs & Co. from 2002 to 2004. Ms. Patrick has extensive experience investing in retail companies and possesses valuable financial expertise, including significant experience with capital markets transactions and investments in both public and private companies.Paul J. Sullivan   Age:72 Director since:2012 Committee Membership: •  Audit (Chair)

Background:

Mr. Sullivan joined our Board of Directors in November 2012 and is the Chair of our Audit Committee. Mr. Sullivan was a partner at PricewaterhouseCoopers LLP from 1983 until his retirement in July 2009. At PricewaterhouseCoopers LLP, Mr. Sullivan was a member of the Board of Partners, Chair of the Finance Committee, and a member of the Management Evaluation and Compensation, Admissions and Strategy Committees. Mr. Sullivan is a certified public accountant.

Ms. Vecchio, 54, has served as our President General Counsel and Corporate Secretary.Chief Merchandising Officer since April 2019. From January 2017 through April 2019, Ms. Dhillon, 54, hasVecchio served as our Chief Merchandising Officer/Principal. From the commencement of her employment with us in May 2015 through January 2017, Ms. Vecchio served as our Executive Vice President General Counsel and Corporate Secretary since July 2015. PriorChief Merchandising Officer. From January 2014 to joining us,May 2015, Ms. Dhillon servedVecchio provided consulting services to our merchandising organization. From 1997 to June 2011, Ms. Vecchio held various positions in the merchandising organization of Ross Stores, most recently serving as Executive Vice President General Counsel and Corporate Secretary of JC Penney Company, Inc.Merchandising—Mens/Kids from FebruaryDecember 2009 through March 2015. Prior to joining JC Penney, Ms. Dhillon servedJune 2011 and as Senior Vice President, General CounselPresident/GMM from February 2005 through December 2009 with various areas of responsibilities including Mens, Kids, Shoes, Lingerie and Chief Compliance OfficerHosiery. From 1988 through 1997, Ms. Vecchio held various positions in the merchandising organization of US Airways Group, Inc. from 2006 to 2009. Ms. Dhillon joined US Airways, Inc. in 2004 as Managing Director and Associate General Counsel and served as Vice President and Deputy General Counsel from 2005 to 2006. Ms. Dhillon was with the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1991 to 2004.Macy’s.

Fred Hand—Chief Customer Officer/Principal.

Mr. Hand, 53,56, has served as our Chief Customer Officer/Principal since January 2017.2017 and is responsible for managing our stores and real estate organizations. From the commencement of his employment with us in February 2008 through January 2017, Mr. Hand served as our Executive Vice President of Stores. Prior to joining us, Mr. Hand served as Senior Vice President, Group Director of Stores of Macy’s, Inc. from March 2006 to February 2008. From 2001 to 2006, Mr. Hand served as Senior Vice President, Stores and Visual Merchandising of Filene’s Department Stores. Mr. Hand held various other positions at The May Department Stores Company from 1991 to 2001, including Area Manager, General Manager, and Regional Vice President.

The Board has developed and adopted Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities and to best serve the interests of the Company and its stockholders. The Guidelines cover matters including selection and composition of the determination ofBoard; criteria for director independence,independence; director compensation and performance evaluations; the operation, structure and meetings of the Board and the committees of the BoardBoard; and other matters relating to our corporate

The Guidelines providesBoard approved an amendment to the Amended Bylaws in February 2018 to require that, in an uncontested election, each director will be elected by a majority of the votes cast by the shares present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of such director, such that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. A plurality voting standard remains applicable to anynon-contested contested election. A “contested election” is one in which (i) the Secretary of the Company received notice that a stockholder has nominated or intends to nominate a person for election to the Board pursuant to the requirements of the Amended Bylaws and (ii) such nomination was not withdrawn by the stockholder on or prior to the tenth day before the mailing of the notice of the meeting. In connection with the approval of the amendment, the Board also approved changes to the Guidelines such that, following any election of directors other than a contested election of directors, any incumbent director who was a nominee and who receivesdid not receive a greater numbermajority of the votes “withheld” from cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors must promptly tender

the Nominating and Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer. The Board will determine whether to accept the resignation offer and publicly disclose the decision and

John Mahoney was appointed as our Chairman in February 2020 following the departure of Thomas A. Kingsbury, the Company’s Presidentwho served as our Executive Chairman from September 2019 and Chairman and Chief Executive Officer serves as Chairman of the Board, having been appointed to that position by the Board infrom May 2014. The Board believes that having an independent Chairman will leverage Mr. Kingsbury is best situated to serve as Chairman because he is the director most familiar with our business and most capableMahoney’s extensive Board leadership experience during this period of effectively identifying strategic priorities and leading the discussion and execution of strategy. Moreover,management transition. This structure allows our Chief Executive Officer is able to effectively communicatefocus on the operations of our business while the independent Chairman focuses on leading the Board strategy toin its responsibilities.

Under the other members of management and efficiently implement Board directives.

The Guidelines, provide that the Board retains the right to exercise its discretion to combinein combining or separateseparating the offices of Chairman of the Board and Chief Executive Officer. Such aThis determination would beis made depending on what is in the best interest of the Company in light of all circumstances. In the event that the Chairman is not an independent director, the Guidelines provide that the

While the Board is ultimately responsible for risk oversight, the Board has delegated to the Audit Committee the primary responsibility for oversight of our risk assessment and management process. The Audit Committee reviews periodic assessments from the Company’s ongoing enterprise risk management process that is designed to identify potential events that may affect the achievement of the Company’s objectives or have a material adverse effect on the Company. In addition, the head of the Company’s internal audit function regularly reports to the Audit Committee. The head of the internal audit function, the Chief Financial Officer and representatives from Deloitte & Touche LLP, our independent registered certified public accounting firm, regularly meet in private sessions with the Audit Committee.

Our management team is responsible forday-to-day risk management. This includes identifying, evaluating

processes, including monitoring our corporate social responsibility practices. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise-level risk. Our management is responsible forday-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Our Board has significant oversight of our corporate strategy and long-range operating plans. Acting as a full Board and through each independent Board committee, the Board is fully engaged in the Company’s strategic planning process. Setting the strategic course of the Company involves a high level of constructive engagement between management and the Board. Management develops and prioritizes strategic plans, on an annual basis. Managementwhich are then reviews these strategic plansreviewed with the Board during an annual board strategy meeting, along with the Company’s challenges, industry dynamics and other factors.

Under the Guidelines, our Board will determine the independence of a director according to the definitions of “independent director” included in the pertinent listing standards of the New York Stock Exchange (“NYSE”) and other relevant laws, rules and regulations. The Board evaluates any relationships of each director and nominee, as well as any member of his or her immediate family, with the Company and makes an affirmative determination whether or not such director or nominee is independent.

Under the standards set forth in the NYSE’s Listed Company Manual, the Board must affirmatively determine that a director does not have any material relationship with the Company in order for such director to be deemed “independent.” Moreover, a director cannot be deemed “independent” if, among other things:

The Board of Directors has affirmatively determined that (i) each of our directors other than Mr. KingsburyO’Sullivan, our CEO, is independent under the criteria established by the NYSE for director independence, thatindependence; (ii) Ms. PatrickSen and Messrs. Sullivan and McNamaraEnglish meet the additional independence requirements of the NYSE and the SEC applicable to Audit Committee membersmembers; and that(iii) Ms. Tocio and Messrs. Hitch Sullivan, Mahoney and McNamaraEnglish meet and Mr. Bekenstein met, the additional independence requirements of the NYSE and the SEC applicable to Compensation Committee

During our fiscal year ended January 28, 2017,2019, the Board held fiveseven meetings. Each director attended at least 75%85% of the meetings of the Board and of the committees of which such director was a member during this period.

Ournon-employee, independent directors meet in separate executive sessions without management during regularly scheduled Board meetings to review matters concerning the relationship of the Board with

Stockholders and other interested parties may communicate directly with the Board, the independent directors as a group or specified individual directors by writing to such individual or group care of our Secretary at the following address: Burlington Stores, Inc., 2006 Route 130 North, Burlington, New Jersey 08016. Stockholders and others can also communicate complaints regarding accounting, internal accounting controls or auditing matters by writing to the Chairman of the Audit Committee care of our Secretary at the same address. Our Secretary will forward all correspondence to the relevant group or individual.

to the Chair of the Audit Committee care of our Secretary at the address set forth in the immediately preceding paragraph. Employees who have complaints may, rather than submitting such complaints directly to

We have a long-standing approach of compensating our Chief Executive Officer andexecutives, as well as ournon-employee directors, in part with stock awards. We believe that retention of a meaningful amount of the Company’s stock encourages a long-term perspective and further aligns the interests of our Chief Executive Officer and ournon-employee directorsthese individuals with those of our stockholders. TheAccordingly, the Compensation Committee has adopted stock ownership guidelines for our Chief Executive Officer in December 2015 and our Board (upon recommendation ofproviding that (i) the Compensation Committee) adopted stock ownership guidelines for ournon-employee directors in August 2016. The guidelines provide that the (i) Chief Executive OfficerCEO should own shares of our common stock with a value equal to or exceeding four (4)six times his or her then-current base salary,salary; (ii) the Company’s executive officers and the remaining members of the Company’s executive leadership team (excluding the CEO) should own shares of our common stock with a value equal to or exceeding three times his or her then-current base salary; and(ii)(iii) non-employee directors should own shares of our common stock with a value equal to or exceeding four (4) times the annual base cash retainer paid tonon-employee directors. Compliance is measured as of the last day of the fiscal year.

Director education about our companythe Company and our industry is anon-going ongoing process, which begins when a director joins the Board. Upon joining the Board, new directors are provided with an orientation about the Company, including our business, strategy and governance. During the orientation process, new directors have a series of meetings with executives responsible for each

The Guidelines provide that the Board and each of its committees should conduct an annual self-evaluation of its overall performance and effectiveness. As part of this process, which is overseen by the Nominating and Corporate Governance Committee, each director completes, on an annual basis, detailed questionnaires relating to the Board and individual directors, as well as any committees on which he or she serves. The questionnaires seek answers to questions based on numerical ratings and also seek qualitative comments on each question and any other general comments.

Identification of Director Nominees

The Board is responsible for identifying and reviewingnominating candidates for director positions and for selecting nominees for election as directors by our stockholders and filling vacancies 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 evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered forre-nomination. If any member of the Board does not wish to continue in service, if the Board decides not tore-nominate a member forre-election or if the Board elects to increase the size of the Board by adding a new member, 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 theour stockholders. It is also the policy of the Board that the composition of the Board and its committees adhereadheres to the standards of independence required by the NYSE and applicable law and reflect a range of talents, ages, skills, character, diversity, and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company.

Diversity and Board Tenure

The Company is committed to creating a diverse and inclusive work environment where everyone is respected and valued. A workforce that understands our diverse customer base helps ensure that our products and message are relevant in every community where we do business. The Board’s philosophy on diversity mirrors the Company’s philosophy. In connection with the selection of nominees for director, the Nominating and Corporate Governance Committee strives to identify and recruit high-caliber individuals whose diverse talents, perspectives, experiences and backgrounds would preserve and enhance the inclusive environment in which the Board currently functions.

Our directors must be able to dedicate the time necessary for the diligent performance of their duties, including preparing for and attending Board and committee meetings. In this respect, the number of other public company boards our directors may join are generally limited to ensure that a director is not “over-boarded.“over-

The Board and the Nominating and Corporate Governance Committee frequently assess the composition of the Board and seek to strike a balance between the knowledge and understanding of our business that comes from longer-term service on the Board with the fresh ideas and perspective that can come from adding new members. The Board has determined that neither director term limits nor a

As an alternative to term limits or a mandatory retirement age, the Board believes it can continue to evolve and adopt new viewpoints through the annual evaluation process and the process for the evaluation and nomination ofnominating director candidates. In that regard, the Nominating and Corporate Governance Committee and the Board consider each member’s length of service and openness to new ideas when consideringdetermining the appropriate slate of candidates to recommend for

We have adopted a written Codecode of Conductconduct (the “Code of Conduct”), which applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. The Code of Conduct establishes policies and practices that address many issues, including the health, wellness and safety of our associates; unacceptable workplace conduct and harassment and discrimination; business ethics; product safety; and compliance with anti-bribery laws. As set forth in the Code of Conduct, we will not tolerate any retaliation against one of our associates who, in good faith, asks questions, makes reports of possible violations of the Code of Conduct or company policies or assists in an investigation of suspected wrongdoing. To the greatest extent possible, all reports are responded to in a way that protects the privacy of everyone involved.

In addition to the Code of Conduct, we have also adopted a written Code of Ethics for the Chief

Compensation Philosophy

The Compensation Committee reviews director compensation at least annually and its financial reporting process;

RSUs does not accelerate by reason of a change in control,of control; provided, however, that 100% of such sharesRSUs will vest if the recipient loses his or her directorship (i)ceases to serve as a resultdirector following such change of a change in control (in the case of shares of restricted stock granted prior to 2016) or (ii) within the two-year period immediately following a change in control (in the case of shares of restricted stock granted after 2015). All unvested shares of restricted stock will automatically be forfeited (and will not vest) if the recipient ceases to be a member of the Board for any reason (other than as provided above in connection with a change in control)and prior to the vesting date. EachPreviously, the director hasequity grants would have vested only in connection with a

As described in its charter, the Audit Committee’sCommittee is directly responsible for the appointment, retention and termination, evaluation, compensation, review and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm must report directly to the Audit Committee.

As part of its auditor engagement process, the Audit Committee periodically considers whether to rotate its registered public accounting firm. Deloitte & Touche LLP (“D&T”Deloitte”) has been the independent registered certified accounting firm of the Company since 1983. For fiscal 2020, the Audit Committee has again selected Deloitte as ourthe Company’s independent registered certified public accounting firm to audit our financial statements. Deloitte rotates its lead audit engagement partner every five years; the Audit Committee interviews proposed candidates and selects the lead audit engagement partner.

In engaging Deloitte for fiscal 2020, the Audit Committee conducted an evaluation and selection process that included consideration of the following:

We are providing our stockholders with the opportunity to vote to approve, on anon-binding, advisory basis, the compensation of our named executive officersNEOs as disclosed in this proxy statementProxy Statement in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the related rules of the SEC. This vote is commonly referred to as a“say-on-pay” vote.

Under the Exchange Act, stockholders must have the opportunity to cast an advisory vote on whether the“say-on-pay” vote should be held every year, every other year, or every three years (or to abstain). The first such vote was required in 2011 for most public companies. Going forward, this“say-on-frequency” vote must occur no later than the annual meeting (or other meeting at which directors will be elected and for which compensation disclosure is required) held in the sixth calendar year after the lastsay-on-frequency vote. Accordingly, public companies that held their firstsay-on-frequency vote at their 2011 annual meeting will be required to next hold a vote on the matter at their 2017 annual meeting.

After becoming a public company in October 2013, we held asay-on-frequencyan advisory vote at our 2014 Annual Meeting of Stockholders.Stockholders to determine the frequency of holding futuresay-on-pay votes. In accordance with the advisory vote of our stockholders at that meeting, the Board determined that we will hold asay-on-pay vote every year until the next requiredsay-on-frequency frequency vote is held at our 2020this Annual Meeting of Stockholders, or until our Board of Directors otherwise determines that a different frequency for holdingsay-on-pay votes is in the best interests of our stockholders.(see Proposal 4).

The Compensation Discussion and Analysis beginning on page 4140 and the compensation tables and narrative discussion beginning on page 6362 of this proxy statementProxy Statement describe our executive compensation program and the compensation of our named executive officersNEOs for fiscal 2016.2019. The Board is asking our stockholders to cast anon-binding, advisory vote indicating their approval of that compensation by votingFORthe following resolution:

“RESOLVED, that the stockholders of Burlington Stores, Inc. APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”