Item 2.02. Results of Operations and Financial Condition.

On May 26, 2022, Burlington Stores, Inc. issued a press release announcing its operating results for the first quarter ended April 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information contained in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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

(c)

Appointment of Kristin Wolfe to Executive Vice President and Chief Financial Officer

On May 26, 2022, Burlington Stores, Inc. (the "Company") announced that Kristin Wolfe has been appointed as the Company's new Executive Vice President and Chief Financial Officer. Ms. Wolfe is expected to commence employment with the Company on or about August 1, 2022 (the "Commencement Date").

Ms. Wolfe, 44, has over thirteen years of off-price experience and has served in a wide range of financial, strategic and operational roles. She most recently served as the Group Senior Vice President, Corporate Finance of Ross Stores, Inc. from 2021 through her resignation in May 2022. Prior to that, she was Ross Stores' Senior Vice President, Store Operations from 2018 to 2021, Group Vice President, Store Finance and Strategy from 2016 to 2018, Vice President, Store Finance and Strategy from 2014 to 2016, Senior Director, Corporate Strategy from 2012 to 2014 and Director, Store Operations Finance from 2009 to 2012. Ms. Wolfe held various roles over a 10-year period with Bain & Company.

On May 24, 2022, the Company entered into an agreement with Ms. Wolfe describing the terms of her employment (the "Employment Agreement"). The payments and benefits to which Ms. Wolfe is entitled under the Employment Agreement include: (i) an annual base salary of $750,000; (ii) participation in the Company's annual incentive program (with an annual target bonus opportunity of 75% of annual base salary and a pro-rated bonus for fiscal 2022); (iii) participation in the Company's long-term incentive program, with a target grant date fair value for Ms. Wolfe's fiscal year 2022 long-term incentive award equal to $1,500,000 pro-rated for her time of service during fiscal 2022; (iv) a cash sign-on bonus of $1,100,000 (the "Sign-On Bonus"); and (v) a one-time long-term incentive grant (the "Make-Whole Grant") with a target grant date fair value of $3,500,000, vesting over three years, and with accelerated vesting upon a termination without cause or due to death or disability. The Make-Whole Grant is intended to compensate Ms. Wolfe for the estimated value of forfeited equity awards from her prior employer and the Sign-On Bonus is intended to compensate Ms. Wolfe for the estimated value of certain forfeited compensation from her prior employer as well as certain relocation costs.

The Employment Agreement (Exhibit 10.1) and the agreements covering the Make-Whole Grant (Exhibits 10.2 and 10.3) describe these payments and benefits and provide more detail on other terms and conditions such as the vesting provisions for equity awards, severance arrangements, including two years of salary continuation, for different termination scenarios, and participation in company benefit plans. The foregoing summary is qualified in its entirety by these agreements, which are incorporated herein by reference in their entirety.

The Company issued a press release on May 26, 2022 announcing Ms. Wolfe's appointment, a copy of which is furnished as Exhibit 99.2 to this report.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits


 Exhibit
   No.     Description



10.1         Employment Agreement dated May 24, 2022 by and between Burlington
           Stores, Inc. and Kristin Wolfe
10.2         Form of Restricted Stock Unit Award Notice and Agreement between
           Burlington Stores, Inc. and Kristin Wolfe pursuant to the Burlington
           Stores, Inc. 2022 Omnibus Incentive Plan (for Make-Whole RSU Award)
10.3         Form of Stock Option Award Notice and Agreement between Burlington
           Stores, Inc. and Kristin Wolfe pursuant to the Burlington Stores,
           Inc. 2022 Omnibus Incentive Plan (for Make-Whole Option Award)
99.1         Press Release dated May 26, 2022 (earnings release announcement)
99.2         Press Release dated May 26, 2022 (announcement regarding
           appointment of Chief Financial Officer)
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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