Burlington Stores, Inc. (BURL) Earnings Call Transcript & Summary

Hello, and welcome to the Burlington Stores, Inc. 2022 Annual Stockholders Meeting. Please note that this meeting is being recorded. Questions may be submitted by the message icon at the top left of your screen, typing your message, then clicking the send icon to the right of the message box. It is my pleasure to now turn the meeting over to John Mahoney, Chairman of the Board of Burlington Stores. Mr. Mahoney, you may begin.

Good morning, and welcome to the 2022 Annual Meeting of Stockholders of Burlington Stores. I'm John Mahoney, the company's Chair, and I'll be presiding over this meeting. At this time, I call the meeting to order. Before proceeding to the business of the meeting, I'd like to introduce you to the Directors of the company in attendance. Ted English, Michael Goodwin, Jordan Hitch, William McNamara, Michael O'Sullivan, Jessica Rodriguez, Laura Sen, Paul Sullivan and Mary Ann Tocio. In addition to our Directors, John Crimmins, our Executive Vice President and Chief Financial Officer; David Glick, our Group Senior Vice President of Investor Relations and Treasurer; and Michael Allison, our Executive Vice President and Chief Administrative Officer, are also in attendance. Karen Leu, our General Counsel and Corporate Secretary, will act as Secretary of today's meeting. Chris Schaub, our Assistant General Counsel, is also in attendance, together with Christine Pino, a representative of American Stock Transfer & Trust Company, the company's transfer agent, who will serve as inspector of elections and has provided us with her oath as the inspector. It is also my pleasure to introduce you to Lauren, [ San Greeley ] and Suzy O'Mara from Deloitte & Touche. They'll be available to answer questions during the question-and-answer period at the end of the meeting. I'll now turn the meeting over to Karen.

Thank you. We are conducting this meeting in accordance with our bylaws. The meeting rules and agenda are available on the virtual meeting website. To access these documents, please click on the documents icon at the top left of your screen. A copy of the notice of annual meeting and proxy materials were made available to shareholders beginning on April 1, 2022, and we received an affidavit of mailing to this effect from our transfer agent. These items will be incorporated into the minutes of today's meeting. The record date for voting at today's meeting is March 24, 2022. The list of the holders of record as of that date has been certified by our transfer agent and is also available by clicking on the documents icon at the top-left side of the screen on the virtual meeting website. We are informed by the inspector of elections that a quorum is present, and the meeting is now duly convened. We will now turn to the formal business of the meeting. After the formal meeting is adjourned, we will have members of management and the Board available for questions, which may be submitted on the virtual meeting website during this meeting. The polls are now open, and shareholders can vote online. [Voting]

The agenda for the meeting will be limited to the proposals set forth in the notice and proxy statement, which I will now review. The first item on the agenda is the election of John Mahoney, Laura Sen and Paul Sullivan as Class III Directors. The Board unanimously recommends that stockholders vote for the election of each Director. The second item is the ratification of the appointment of Deloitte & Touche as the company's independent registered certified public accounting firm for the fiscal year ending January 28, 2023. The Board and the Audit Committee unanimously recommend that stockholders vote for the ratification of Deloitte's appointment. The third item is the nonbinding advisory approval of the compensation of the company's named executive officers, commonly referred to as say on pay. The Board unanimously recommends that stockholders vote for this advisory approval. The final item is the approval of Burlington Stores, Inc. 2022 Omnibus Incentive Plan. The Board unanimously recommends that stockholders vote for approval of the plan. We will now move on to the voting results. I now declare the polls closed. The inspector has collected and tabulated the ballots. I will now report the preliminary voting results. Regarding the election of Directors, 94.05% of the shares voted for Mr. Mahoney, 99.61% of the shares voted for Ms. Sen, and 97.38% of the shares voted for Mr. Sullivan. 97.38% of the outstanding shares have voted to ratify the appointment of Deloitte & Touche. 94.61% of the outstanding shares have voted in favor of the say-on-pay proposal. 96.24% of the outstanding shares have voted in favor of Burlington's 2022 Omnibus Incentive Plan. Final voting results will be reported in a Form 8-K filing with the SEC within 4 business days. That concludes my report, and I will turn it over to the Chair.

Thank you for attending today's meeting. The meeting is adjourned. We're happy to address any questions from shareholders of record attending today. Karen, have we received any questions?

No questions have been submitted.

As we've received no questions, our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of the company.