Burlington Stores, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 10-Q on 11/22/2022   Download
SEC Document
SEC Filing

On November 16, 2022, the Board of Directors of Burlington Stores, Inc. approved and adopted an amendment to and restatement of the Company’s Amended and Restated Bylaws (Restated Bylaws), which became effective immediately. The Restated Bylaws were amended and restated as follows:

Advance Notice. Provisions of the Restated Bylaws relating to advance notice of director nominations and other business at annual stockholder meetings were amended to update, enhance and clarify the notice requirements and the information required to be provided to the Company, including addressing matters related to Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
Proxy Access. The Restated Bylaws were updated to permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders director nominees constituting up to the greater of two nominees or 20% of the number of directors in office. The stockholders’ proxy access rights are subject to the satisfaction of conditions and other requirements by the stockholders and the director nominees as specified in the Restated Bylaws.

Other Amendments. In addition to certain other ministerial changes, clarifications, technical edits and updates, the Restated Bylaws include (i) provisions that would operate in the event of an emergency and permit calling special meetings of the Board of Directors with less than 24 hours’ notice, and (ii) certain changes to conform to recent amendments to the Delaware General Corporation Law.