EX-4.1 2 burl-ex41_170.htm EX-4.1 burl-ex41_170.htm

 

Exhibit 4.1

 

 

 

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

Burlington Stores, Inc. (“Burlington” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock, par value $0.0001 per share (the “Common Stock”).

 

The following description of our Common Stock is a summary of certain key terms and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part.

 

General

 

Under our Certificate of Incorporation, Burlington is authorized to issue up to 500,000,000 shares of our Common Stock and up to 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). The outstanding shares of our Common Stock are fully paid and non-assessable.

 

Description Of Common Stock

 

No Preemptive, Redemption or Conversion Rights

 

Our Common Stock is not redeemable, is not subject to sinking fund provisions, does not have any conversion rights and is not subject to call. Holders of shares of Common Stock do not have preemptive rights to acquire newly issued shares.

 

Voting Rights

 

We have one class of stock outstanding, our Common Stock, all holders of which have one vote per share in all elections of directors and on all other matters submitted to a vote of stockholders of Burlington. Holders of shares of Common Stock do not have cumulative voting rights. Directors elected at a meeting of stockholders are elected by the vote of the majority of the votes cast by shares present in person or represented by proxy at the meeting and entitled to vote thereon, provided that in any contested election of directors the directors shall be elected by a plurality of the shares present in person or represented by proxy and entitled to vote thereon. All other matters submitted to a vote of stockholders are decided by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which a different vote is required by express provision of law, our Certificate of Incorporation or our Bylaws.


 

Board of Directors

 

Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, our Board is divided into three classes as nearly equal in size as is practicable.  Each of the three classes of directors serves a staggered three-year term.

 

Dividend Rights

 

Subject to the rights of the holders of any series of Preferred Stock and other provisions of the Certificate of Incorporation, holders of Common Stock are entitled to receive equally, on a per share basis, dividends and other distributions in cash, securities or other property of the Company, if any, as and when declared by our Board of Directors from time to time out of assets or funds of the Company legally available therefor.

 

Liquidation, Dissolution or Similar Rights

 

Upon liquidation, dissolution or winding up of the affairs of Burlington, after payment of the Company’s debts and subject to the rights of the holders of shares of any series of Preferred Stock upon such dissolution, liquidation or winding up, the remaining net assets of the Company would be distributed among holders of shares of Common Stock equally on a per share basis.

 

Preferred Stock

 

Under our Certificate of Incorporation, without further stockholder action, our Board of Directors is authorized to provide for the issuance of all or any of the shares of Preferred Stock in one or more series, to establish the number of shares to be included in each such series, and to fix the voting powers (full, limited or no voting powers), designations, powers, preferences, and relative, participating, optional or other rights, if any, and any qualifications, limitations or restrictions thereof.  The rights of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future.

 

Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws

 

Our Certificate of Incorporation and Bylaws contain provisions that, in addition to being applicable in other contexts, could delay or discourage some transactions involving an actual or potential change in control of Burlington or its management.  For example, our Certificate of Incorporation and Bylaws contain certain anti-takeover provisions, which:

 

 

authorize the issuance of Preferred Stock as described above;

 

 

 

prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders;

 


 

 

 

establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

 

 

 

establish a classified Board of Directors as described above;

 

 

 

limit the ability of stockholders to remove directors only for cause and only upon the affirmative vote of at least 75% of the outstanding shares of our Common Stock;

 

 

 

prohibit stockholders from calling special meetings of stockholders;

 

 

 

provide that the Board of Directors is expressly authorized to alter or repeal our Bylaws; and

 

 

 

require the approval of holders of at least 75% of the outstanding shares of our Common Stock to amend the Bylaws and certain provisions of the Certificate of Incorporation.