FALSE000074573200007457322020-05-272020-05-27

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
May 20, 2020

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-14678
94-1390387
(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

5130 Hacienda Drive, Dublin, California 94568
(Address of principal executive offices)

Registrant's telephone number, including area code:
(925) 965-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common stock, par value $.01 ROST Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 20, 2020, by virtual meeting. The Company’s stockholders considered and voted upon the following three matters at the meeting:

Proposal 1 - Election of Directors

The holders of the Company’s common stock elected 11 nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2021:


Name For Against Abstain Broker Non-Votes
Michael Balmuth 288,871,208 13,574,059 172,525 19,599,522
K. Gunnar Bjorklund 274,853,221 27,317,004 447,567 19,599,522
Michael J. Bush 275,503,558 26,400,276 713,958 19,599,522
Norman A. Ferber 290,351,819 12,107,527 158,446 19,599,522
Sharon D. Garrett 275,109,256 26,793,227 715,309 19,599,522
Stephen D. Milligan 297,451,288 4,434,802 731,702 19,599,522
Patricia H. Mueller 301,879,333 559,433 179,026 19,599,522
George P. Orban 267,014,556 34,845,146 758,090 19,599,522
Gregory L. Quesnel 289,006,235 12,850,371 761,186 19,599,522
Larree M. Renda 301,829,932 578,132 209,728 19,599,522
Barbara Rentler 294,880,919 7,601,638 135,235 19,599,522


Proposal 2 - Advisory Vote to Approve the Resolution on Executive Compensation

In an advisory vote, the holders of the Company’s common stock voted to approve the resolution regarding executive compensation:


For Against Abstain Broker Non-Votes
286,316,449 15,897,907 403,436 19,599,522


Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 2021

The holders of the Company’s common stock voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 30, 2021:


For Against Abstain
311,551,900 10,500,847 164,567





2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2020


ROSS STORES, INC
Registrant
By: /s/Ken Jew
        Ken Jew
        Group Senior Vice President, General Counsel and
        Corporate Secretary




3
Ross Stores (NASDAQ:ROST)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Ross Stores Charts.
Ross Stores (NASDAQ:ROST)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ross Stores Charts.