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

John Crimmins, 65, currently the Executive Vice President and Chief Financial Officer of Burlington Stores, Inc. (the "Company"), will retire from that position effective as of the earlier of August 31, 2022 or the date his successor commences employment. Mr. Crimmins' employment by the Company will terminate on August 31, 2022 (the "Termination Date"), and he has agreed to provide consulting services at the request of the Company for a period of 180 days after the Termination Date at an hourly rate based on his current base salary (the "Consulting Period").

The terms on which Mr. Crimmins will serve as a consultant to the Company are detailed in a letter agreement between Mr. Crimmins and the Company, dated April 4, 2022 (the "Letter Agreement"). The Letter Agreement also provides that Mr. Crimmins' outstanding stock options, performance-based restricted stock units and time-based restricted stock units will continue to vest based on his continued service during the Consulting Period, with any pro-rata vesting of such outstanding equity awards calculated to include the Consulting Period. Additionally, Mr. Crimmins will remain eligible for a bonus under the Company's annual incentive program for performance through the Termination Date, determined based on actual Company performance during fiscal year 2022 and pro-rated based on his service during fiscal year 2022 through the Termination Date.

The foregoing summary of the Letter Agreement generally is not complete and is qualified in its entirety by the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.

The Company issued a press release on April 4, 2022 announcing Mr. Crimmins' retirement, a copy of which is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.



Exhibit     Description
Number

10.1        Letter Agreement, dated April 4, 2022, by and between Burlington
99.1      Stores, Inc. and John Crimmins.
            Press Release dated April 4, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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