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. ☐

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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

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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

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