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BURLINGTON STORES INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and BURLINGTON STORES INC.’s Form 8-K, filed 2024-05-28 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 9Reported items
  • 505Asset managers
  • 5,260Fund votes
  • 2024-05-22Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore BURLINGTON STORES INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by BURLINGTON STORES INC.

These tallies are BURLINGTON STORES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-28 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

BURLINGTON STORES INC. — official shareholder meeting results, meeting held 2024-05-22
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Michael Goodwin 60,035,772112,26317,999 --838,707 Majority: yes
Elect Director: William McNamara 58,775,4851,344,12746,422 --838,707 Majority: yes
Elect Director: Michael O'Sullivan 59,996,442151,65317,939 --838,707 Majority: yes
Elect Director: Jessica Rodriguez 59,435,857710,08220,095 --838,707 Majority: yes
Proposal 2: Ratification of Appointment of Independent Registered Certified Public Accounting Firm 59,172,1641,814,32418,253 ---- Majority: yes
Proposal 3: Advisory Vote on Compensation of Named Executive Officers 49,816,64510,326,32523,064 --838,707 Majority: yes
Proposal 4: Approval of Amendment to the Company's Amended and Restated Certificate of Incorporation Providing for Officer Exculpation Under Delaware Law 53,411,9136,715,59038,531 --838,707 Majority: yes
Proposal 5: Approval of Amendment to the Company's Amended and Restated Certificate of Incorporation to Declassify the Board of Directors 60,151,2308,9365,868 --838,707 Majority: yes

Source: BURLINGTON STORES INC., Form 8-K, filed with the SEC on 2024-05-28 — read the filing on EDGAR.

How asset managers voted at the BURLINGTON STORES INC. 2023-2024 meeting

Each item below shows how the 505 asset managers that disclosed a BURLINGTON STORES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of BURLINGTON STORES INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval, on a non-binding advisory basis, of the compensation of Burlington Stores, Inc.'s named executive officers

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 22 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%
FOR: 49,816,645AGAINST: 10,326,325

BURLINGTON STORES INC.’s own tally for this item (“Proposal 3: Advisory Vote on Compensation of Named Executive Officers”): 49,816,645 for, 10,326,325 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 78% for, 16% against (94% of the company cast a for/against vote).

The 500 asset managers below cast 86% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 86%AGAINST 14%
FOR: 85.9%AGAINST: 14.1%ABSTAIN: 0.0%UNKNOWN: 0.0%NOT VOTED: 0.0%
Largest asset managers voting on “Approval, on a non-binding advisory basis, of the compensation of Burlington Stores, Inc.'s named executive of” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
OAK RIDGE INVESTMENTS LLC18,000,0000 00For
Capital Group11,250,8090 00For
T. Rowe Price8,748,250115,270 00For
Vanguard7,542,998134,676 00For
BlackRock5,727,46015,799 00For
Fidelity3,790,976528,530 00For
JPMorgan2,8644,269,740 00Against
AMCAP FUND3,549,4050 00For
State Street2,384,6012,052 00For
Eaton Vance1,592,8690 00For
ATLANTA CAPITAL MANAGEMENT CO L L C1,540,9550 00For
Janus Henderson1,056,1490 00For
GEODE CAPITAL MANAGEMENT, LLC1,010,3040 00For
American Century0901,531 00Against
Allspring877,5170 00For
JANUS INVESTMENT FUND840,9380 00For
1832 Asset Management L.P.829,2180 00For
Charles Schwab0789,870 00Against
Wellington695,6520 00For
Citadel620,7530 00For
Northern Trust591,84416,957 00For
PRIMECAP MANAGEMENT CO/CA/607,9300 00For
Holocene Advisors, LP604,2630 00For
Clearbridge Investments, LLC591,5240 00For
COATUE MANAGEMENT LLC563,1640 00For

Showing the 25 largest of 500 asset managers. See all 500 in the interactive database.

2. Approval of amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors

SHAREHOLDER RIGHTS AND DEFENSESMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 60,151,230AGAINST: 8,936

BURLINGTON STORES INC.’s own tally for this item (“Proposal 5: Approval of Amendment to the Company's Amended and Restated Certificate of Incorporation to Declassify the Board of Directors”): 60,151,230 for, 8,936 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 94% for, 0.1% against (94% of the company cast a for/against vote).

The 132 asset managers below cast 100% of the shares they voted on this item FOR (36,123,120 for, 0 against).

FOR 99.9%
FOR: 36,123,120 (100.0%)ABSTAIN: 229 (0.0%)
Largest asset managers voting on “Approval of amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Boa” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,523,5920 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,822,7410 00For
JPMorgan1,507,0100 00For
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM531,7660 00For
Jackson National528,7160 00For
American Century460,2080 00For
State Street437,4150 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual306,1090 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

3. Approval of amendment to the Company's Amended and Restated Certificate of Incorporation providing for officer exculpation under Delaware law

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 53,411,913AGAINST: 6,715,590

BURLINGTON STORES INC.’s own tally for this item (“Proposal 4: Approval of Amendment to the Company's Amended and Restated Certificate of Incorporation Providing for Officer Exculpation Under Delaware Law”): 53,411,913 for, 6,715,590 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 84% for, 11% against (94% of the company cast a for/against vote).

The 131 asset managers below cast 91% of the shares they voted on this item FOR (32,880,841 for, 3,133,980 against).

FOR 91%9%
FOR: 32,880,841 (91.3%)AGAINST: 3,133,980 (8.7%)ABSTAIN: 16,232 (0.0%)
Largest asset managers voting on “Approval of amendment to the Company's Amended and Restated Certificate of Incorporation providing for officer” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,388,916134,676 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,294,211528,530 00For
JPMorgan01,507,010 00Against
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM45,158486,608 00Against
Jackson National408,017120,699 00For
American Century460,2080 00For
State Street437,36649 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual211,30094,809 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

4. Election of Directors: Jessica Rodriguez

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 59,435,857AGAINST: 710,082

BURLINGTON STORES INC.’s own tally for this item (“Elect Director: Jessica Rodriguez”): 59,435,857 for, 710,082 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 93% for, 1% against (94% of the company cast a for/against vote).

The 131 asset managers below cast 99.3% of the shares they voted on this item FOR (35,770,062 for, 242,839 against).

FOR 99.2%
FOR: 35,770,062 (99.3%)AGAINST: 242,839 (0.7%)ABSTAIN: 18,152 (0.1%)
Largest asset managers voting on “Election of Directors: Jessica Rodriguez” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,523,5920 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,822,7410 00For
JPMorgan1,507,0100 00For
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM531,7660 00For
Jackson National528,7160 00For
American Century460,2080 00For
State Street437,252163 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual306,1090 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

5. Election of Directors: Michael Goodwin

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 60,035,772AGAINST: 112,263

BURLINGTON STORES INC.’s own tally for this item (“Elect Director: Michael Goodwin”): 60,035,772 for, 112,263 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 94% for, 0.2% against (94% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (36,014,698 for, 123 against).

FOR 99.9%
FOR: 36,014,698 (100.0%)AGAINST: 123 (0.0%)ABSTAIN: 16,232 (0.0%)
Largest asset managers voting on “Election of Directors: Michael Goodwin” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,523,5920 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,822,7410 00For
JPMorgan1,507,0100 00For
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM531,7660 00For
Jackson National528,7160 00For
American Century460,2080 00For
State Street437,32887 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual306,1090 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

6. Election of Directors: Michael O'Sullivan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 59,996,442AGAINST: 151,653

BURLINGTON STORES INC.’s own tally for this item (“Elect Director: Michael O'Sullivan”): 59,996,442 for, 151,653 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 94% for, 0.3% against (94% of the company cast a for/against vote).

The 131 asset managers below cast 99.9% of the shares they voted on this item FOR (36,014,698 for, 123 against).

FOR 99.9%
FOR: 36,014,698 (100.0%)AGAINST: 123 (0.0%)ABSTAIN: 16,232 (0.0%)
Largest asset managers voting on “Election of Directors: Michael O'Sullivan” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,523,5920 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,822,7410 00For
JPMorgan1,507,0100 00For
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM531,7660 00For
Jackson National528,7160 00For
American Century460,2080 00For
State Street437,32887 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual306,1090 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

7. Election of Directors: William McNamara

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 58,775,485AGAINST: 1,344,127

BURLINGTON STORES INC.’s own tally for this item (“Elect Director: William McNamara”): 58,775,485 for, 1,344,127 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 92% for, 2% against (94% of the company cast a for/against vote).

The 131 asset managers below cast 99.2% of the shares they voted on this item FOR (35,742,030 for, 272,791 against).

FOR 99.1%
FOR: 35,742,030 (99.2%)AGAINST: 272,791 (0.8%)ABSTAIN: 16,232 (0.0%)
Largest asset managers voting on “Election of Directors: William McNamara” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,523,5920 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,822,7410 00For
JPMorgan1,507,0100 00For
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM531,7660 00For
Jackson National528,7160 00For
American Century460,2080 00For
State Street437,252163 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual306,1090 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.

8. Ratification of the appointment of Deloitte & Touche LLP as Burlington Stores, Inc.'s independent registered certified public accounting firm for the fiscal year ending February 1, 2025

AUDIT-RELATEDMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 59,172,164AGAINST: 1,814,324

BURLINGTON STORES INC.’s own tally for this item (“Proposal 2: Ratification of Appointment of Independent Registered Certified Public Accounting Firm”): 59,172,164 for, 1,814,324 against, per its Form 8-K filed 2024-05-28 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 63,826,021 outstanding shares: 93% for, 3% against (96% of the company cast a for/against vote).

The 130 asset managers below cast 99.7% of the shares they voted on this item FOR (35,978,987 for, 92,685 against).

FOR 99.6%
FOR: 35,978,987 (99.7%)AGAINST: 92,685 (0.3%)ABSTAIN: 16,003 (0.0%)
Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP as Burlington Stores, Inc.'s independent registered c” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard7,523,5920 00For
Capital Group3,734,2270 00For
AMCAP FUND3,549,4050 00For
BlackRock3,367,9810 00For
T. Rowe Price3,229,0380 00For
Fidelity2,822,7410 00For
JPMorgan1,507,0100 00For
Eaton Vance1,315,3920 00For
JANUS INVESTMENT FUND840,9380 00For
Prudential/PGIM531,7660 00For
Jackson National528,7160 00For
American Century460,2080 00For
State Street437,36649 00For
Columbia Threadneedle400,9360 00For
Charles Schwab392,8990 00For
Allspring386,9280 00For
TIAA336,4760 00For
John Hancock315,7950 00For
MassMutual306,1090 00For
Dimensional258,7450 00For
Equitable230,1230 00For
Legg Mason224,1710 00For
FRANKLIN STRATEGIC SERIES212,8000 00For
Calvert203,9110 00For
Baird192,8160 00For

Showing the 25 largest of 130 asset managers. See all 130 in the interactive database.

9. RATIFY DELOITTE & TOUCHE LLP AS AUDITORS

AUDIT-RELATED

100% fund support · no official result

FOR 99.3%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (35,445 for, 0 against).

FOR: 35,445 (99.4%)ABSTAIN: 229 (0.6%)
Largest asset managers voting on “RATIFY DELOITTE & TOUCHE LLP AS AUDITORS” at BURLINGTON STORES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower29,7290 00For
TIMOTHY PLAN5,2590 00For
Symmetry Panoramic Trust1270 2290Abstain
Milliman Variable Insurance Trust3300 00For

Largest BURLINGTON STORES INC. shareholders voting in 2023-2024

Ranked by the number of BURLINGTON STORES INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 63,826,021 shares outstanding at the time of that meeting.

Top BURLINGTON STORES INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1OAK RIDGE INVESTMENTS LLC 28.20%
2Capital Group 17.63%
3T. Rowe Price 13.89%
4Vanguard 12.03%
5BlackRock 9.00%
6Fidelity 6.77%
7JPMorgan 6.69%
8AMCAP FUND 5.56%
9State Street 3.74%
10Eaton Vance 2.50%

Reported BURLINGTON STORES INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

BURLINGTON STORES INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
Capital International Investors 11.69% DEF14A
JPMorgan Chase 10.72% 13F
Vanguard Group 10.63% 13F
BlackRock 10.01% 13F
Morgan Stanley 4.48% 13F
State Street 3.43% 13F
Citadel Advisors 3.14% 13F
T. Rowe Price 2.64% 13F
FMR (Fidelity) 2.10% 13F
Geode Capital 1.61% 13F

Percentages above are of 63,826,021 shares outstanding, as reported by BURLINGTON STORES INC. on its Form 10-Q dated 2024-05-04 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from BURLINGTON STORES INC.’s 10-Q dated 2024-05-04. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At BURLINGTON STORES INC.'s shareholder meeting held 2024-05-22, in the 2023-2024 proxy season, 505 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,260 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval, on a non-binding advisory basis, of the compensation of Burlington Stores, Inc.'s… — FOR was 83% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: BURLINGTON STORES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-28.

BURLINGTON STORES INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.