Burlington Stores, Inc. (BURL)
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AGM 2020

May 20, 2020

Operator

Good morning, ladies and gentlemen, and welcome to the Burlington Stores, Inc. 2020 Annual Stockholders Meeting. I would like to introduce you to John J. Mahoney, Chairman of the Board of Burlington Stores. Mr. Mahoney, you may begin.

John J. Mahoney
Chairman of the Board, Burlington Stores Inc.

Thank you. Good morning, and welcome to the 2020 Annual Meeting of Stockholders of Burlington Stores, Inc. I'm John J. Mahoney, the Company's Chairman, 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 to you the directors of the company in attendance, starting with our newest member, Michael O'Sullivan, who, of course, is our CEO, who joined the company in September. In addition to me, we have the following members who serve on the board: Ted English, Jordan Hitch, William McNamara, 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; Joyce Manning, our Executive Vice President of Human Resources; and David Glick, our Senior Vice President of Investor Relations and Treasurer, 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 the Inspector of Elections and has provided us with her oath as the Inspector. It is also my pleasure to introduce to you Tony Giannotta from Deloitte & Touche. During the question and answer period at the end of the meeting, Tony will be available to answer questions. I will now turn it over to Karen.

Karen Leu
General Counsel and Corporate Secretary, Burlington Stores Inc.

Thank you. We are conducting this meeting in accordance with our bylaws. The meeting rules and agenda are available on the virtual meeting website. A copy of the Notice of Annual Meeting and proxy materials were made available to shareholders beginning on April 3rd, and we have received an affidavit of mailing to this effect from our transfer agent. These items, along with the Notice of Change of Location regarding the virtual format of this meeting, filed with the SEC on April 27th, will be incorporated into the minutes of today's meeting. The Record Date for voting at today's meeting was March 26th. The list of the holders of record has been certified by our transfer agent and is available 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 the meeting. The polls are now open, and shareholders can vote online. The agenda for the meeting will be limited to the proposals set forth in the Notice and Proxy Statement, which I will now review. Proposal 1: The first item on the agenda is the election of Ted English, Jordan Hitch, and Mary Ann Tocio as Class 1 Directors. Proposal 2: The second item is a ratification of the appointment of Deloitte & Touche as the Company's independent registered certified public accounting firm for the fiscal year ending January 30th, 2021. Our third proposal is Say-on-Pay.

This is the non-binding advisory approval of the compensation of the Company's named executive officers, commonly referred to as Say-on-Pay. Proposal 4: Frequency of future Say-on-Pay votes. The final item is this non-binding advisory approval of the frequency of future Say-on-Pay votes. We will now move on to voting. 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, over 99% of the shares voted for Mr. English and Ms. Tocio, and over 97% of the shares voted for Mr. Hitch. 97% of the outstanding shares have voted to ratify the appointment of Deloitte & Touche. On our Say-on-Pay proposal, 90% of the outstanding shares have voted in favor.

Over 99% of the outstanding shares have voted in favor of continuing to hold annual Say-on-Pay votes. Final voting results will be reported in a Form 8-K filing with the SEC within four business days. That concludes my report, and I will turn it over to the Chair.

John J. Mahoney
Chairman of the Board, Burlington Stores Inc.

Thank you, Karen, and 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?

Karen Leu
General Counsel and Corporate Secretary, Burlington Stores Inc.

I am just checking now, and I see that we have received no questions.

John J. Mahoney
Chairman of the Board, Burlington Stores Inc.

Okay. As there are no further questions or 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.

Operator

This concludes the meeting. You may now disconnect.

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