Business Context and Reporting Period
This Form 8-K Current Report was filed by Burlington Stores, Inc. on December 13, 2013. The filing pertains to corporate governance changes affecting Burlington Stores, Inc., Burlington Coat Factory Investments Holdings, Inc., and Burlington Coat Factory Warehouse Corporation.
Key Financial Metrics
The filing does not provide data regarding revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director compensation and board composition.
Material Changes
The primary material change reported is the expansion of the board of directors for each of the three affiliated companies from six to seven members. Effective December 13, 2013, John Mahoney was elected to fill the newly created directorship on each board and appointed as a member of the Audit Committee for each company.
Management Commentary and Compensation
Management has established the following compensatory arrangements for Mr. Mahoney's services:
- Board Service Cash Compensation: $50,000 per year per company, payable in equal quarterly installments.
- Equity Compensation: Restricted common stock of Stores with an aggregate grant date market value of $100,000 under the Burlington Holdings, Inc. 2006 Management Incentive Plan.
- Audit Committee Cash Compensation: $10,000 per year per company, payable in equal quarterly installments.
- Expenses: Reimbursement for all reasonable expenses incurred in connection with board services.
Investor Verification Checklist
- Verify the total annual cash compensation obligation for Mr. Mahoney across all three companies ($180,000 total).
- Confirm the vesting terms and restrictions associated with the $100,000 restricted stock grant.
- Review the impact of the new director on the composition and independence of the Audit Committee.
- Check subsequent filings for any changes to the board size or director appointments.