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):
January 23,
2013
ROSS STORES, INC.
(Exact name of registrant
as specified in its charter)
| Delaware | 0-14678 | 94-1390387 |
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer Identification |
| incorporation) | No.) |
4440 Rosewood Drive, Pleasanton,
California, 94588-3050
(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)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On January 23, 2013, the Board of Directors (the “Board”) of Ross Stores, Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”). The full text of the amendments is attached hereto as Exhibit 3.4. The amendments take effect immediately.
The principal change to the Bylaws as a result of the amendments is to implement a majority voting standard with respect to uncontested elections of directors. The amendments provide that a director nominee in an uncontested election is not elected unless he or she receives more votes “for” election than votes “against” election and/or to “withhold” approval. A plurality voting standard remains applicable to any election in which there are more candidates nominated than there are director seats to be filled.
The foregoing description of the amendments to the Ross Stores, Inc. Amended and Restated Bylaws is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the text of the amendments to the Bylaws, which is attached hereto as Exhibit 3.4 and incorporated by reference herein. The Amended and Restated Bylaws as in effect prior to these amendments are attached as Exhibit 3.2 to the Form 10-Q filed by the Company for its quarter ended October 29, 2011.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 3.4 | Amendments adopted January 23, 2013 to the Ross Stores, Inc. Amended and Restated Bylaws, last amended November 16, 2011 |
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: January 25, 2013
| ROSS STORES, INC. | |||
| Registrant | |||
| By: | /s/J. Call | ||
| John G. Call | |||
| Group Senior Vice President, Chief Financial Officer and | |||
| Corporate Secretary | |||
3
Exhibit Index
| Exhibit | ||
| No. | Description | |
| 3.4 | Amendments adopted January 23, 2013 to the Ross Stores, Inc. Amended and Restated Bylaws, last amended November 16, 2011 |
4
Exhibit 3.4
Ross Stores,
Inc.
Amendments to Bylaws to Implement Majority Voting in
Uncontested Elections
(Adopted
January 23, 2013)
[Added provisions are underlined.]
Article I – Stockholders
Section 9.
Proxies and Voting. All In an election of
directors that is not contested, only those nominees who receive a majority approval vote shall be elected. All
other elections shall be determined by a
plurality of the votes cast, and except as otherwise required by law or by an
express provision of these Bylaws, all other matters shall be determined by a
majority of the votes cast affirmatively or negatively; provided, however, that proposals
relating to employee or director compensation or compensation plans may, in the
discretion of the Board of Directors, require such greater affirmative vote as
is specified in a resolution adopted by the Board of Directors. For purposes of this Section, the meaning of “majority
approval vote” and “not contested” shall
be as provided in Article II, Section 13 below.
Article II – Board of Directors
Section 1. Number and Term of
Office. The number of directors shall
initially be nine and, thereafter, shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such resolution is
presented to the Board for adoption). Until the 2014 annual meeting of
stockholders, the directors shall be divided into three classes, as nearly equal
in number as reasonably possible, with the term of office of the first class to
expire at the 2014 annual meeting of stockholders, the term of office of the
second class to expire at the 2012 annual meeting of stockholders and the term
of office of the third class to expire at the 2013 annual meeting of
stockholders. At each annual meeting of stockholders beginning in 2012,
directors shall be elected to succeed those directors whose terms expire, for a
one-year term of office, to expire at the next annual meeting of stockholders
after their election. Beginning with the 2014 annual meeting of stockholders,
the entire Board of Directors shall be subject to election at each annual
meeting of stockholders, for a one-year term of office, to expire at the next
annual meeting of stockholders after their election, and the Board of Directors
will no longer be divided into classes. All directors shall hold office until
the expiration of the term for which elected and until their successors are
elected, except in the case of the death, resignation or removal of any
director. Any nominee incumbent
director who stands for election reelection
as a director and who does not receive a majority approval vote (as defined in
Section 13 below) shall promptly tender an offer of resignation in accordance
with Section 13 below.
***
Section 13. Majority Approval Vote in Director Elections; Required Offer of Resignation. Any incumbent director who was a nominee at a stockholder meeting and who did not receive a majority approval vote, shall tender to the Board of Directors his or her offer of resignation for consideration by the Board of Directors. Such offer of resignation shall be tendered within 14 days following the certification of the stockholder vote for the respective election of directors. For purposes of this Section, (i) “majority approval vote” means that the number of votes cast by stockholders “for” a nominee for director exceeds the sum of the number of votes cast “against” or to “withhold approval” for such nominee, in an election that is not contested, and (ii) an election is “not contested” if the number of nominees is not greater than the number of directors to be elected at the particular stockholder meeting.
5
Within 60 days following certification of the stockholder vote, the Nominating and Corporate Governance Committee (or such other committee of the Board of Directors as is otherwise designated by the Board of Directors) shall recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken with respect to such offer of resignation, in regard to any incumbent directors who failed to receive a majority approval vote in an election that was not contested. In determining whether or not to recommend that the Board of Directors accept any offer of resignation, the reviewing committee shall be entitled to consider all factors believed relevant by such committee’s members, including such factors and guidelines, if any, as may be set forth in the Corporation’s Corporate Governance Guidelines or other relevant policies that are then in effect.
The Board of Directors shall act on the recommendation of the Nominating and Corporate Governance Committee (or other committee) within 90 days following certification of the stockholder vote. In determining whether or not to accept any resignation offer, or whether other action should be taken with respect to such offer of resignation, the Board of Directors shall consider the factors considered by the recommending committee, and any additional information and factors that the Board of Directors believes to be relevant. The Board of Directors shall, within five business days after reaching its decision, publicly disclose the decision, including, if applicable, the reasons for not accepting an offer of resignation.
6