UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2025

BURLINGTON STORES, INC.

(Exact Name of Registrant As Specified In Charter)



Delaware	001-36107	80-0895227
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2006 Route 130 North

Burlington, New Jersey 08016

(Address of Principal Executive Offices, including Zip Code)

(609) 387-7800

(Registrant’s 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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BURL	New York Stock Exchange

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On August 19, 2025, the Board of Directors (the “Board”) of Burlington Stores, Inc. (the “Company”) elected Michael Skirvin as a member of the Board effective as of November 18, 2025. Mr. Skirvin was also appointed to serve as a member of the Audit Committee effective as of the same date.

In accordance with the Company’s standard independent, non-management director compensation program for 2025, Mr. Skirvin will receive an annual retainer of $95,000 for Board service and an annual retainer of $18,000 for service as a non-chair member of the Audit Committee, as well as an annual restricted stock unit award with a grant date value of $170,000. The Company’s director compensation program is further described in the proxy statement for the Company’s 2025 annual meeting of stockholders under the caption entitled “Director Compensation.” There is no arrangement or understanding between Mr. Skirvin and any other persons pursuant to which Mr. Skirvin was selected as a director. There are no transactions in which Mr. Skirvin has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The public announcement regarding the election of Mr. Skirvin was made by means of a press release on August 21, 2025, the text of which is set forth in Exhibit 99.1 to this Current Report on Form 8-K and which is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description


99.1	Press Release dated August 21, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

     BURLINGTON STORES, INC.

    

     /s/ David Glick

     David Glick
Group Senior Vice President of Investor Relations and Treasurer

Date: August 21, 2025

Burlington Stores, Inc. 8-K