FALSE000074573200007457322023-05-172023-05-17

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 17, 2023

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 17, 2023, by virtual meeting. The Company’s stockholders considered and voted upon four matters at the meeting, with final voting results as follows:

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 2024:

Name						For						Against						Abstain						Broker Non-Vote
K. Gunnar Bjorklund						278,173,205						13,731,083						109,455						19,577,557
Michael J. Bush						276,975,567						14,939,373						98,803						19,577,557
Edward G. Cannizzaro						290,877,363						1,035,810						100,570						19,577,557
Sharon D. Garrett						280,797,488						11,120,804						95,451						19,577,557
Michael J. Hartshorn						284,425,646						7,488,024						100,073						19,577,557
Stephen D. Milligan						287,118,634						4,781,571						113,538						19,577,557
Patricia H. Mueller						286,584,623						5,325,065						104,055						19,577,557
George P. Orban						276,905,304						15,004,783						103,656						19,577,557
Larree M. Renda						287,727,543						4,187,119						99,081						19,577,557
Barbara Rentler						288,331,135						3,593,233						89,375						19,577,557
Doniel N. Sutton						284,617,820						7,277,412						118,511						19,577,557

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-Vote
272,110,522						19,653,685						249,536						19,577,557

Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

In an advisory vote, the holders of the Company’s common stock voted for a frequency of every 1 year for future advisory votes on executive compensation:

Every 1 Year						Every 2 Years						Every 3 Years						Abstain						Broker Non-Vote
288,681,046						67,758						3,009,347						255,592						19,577,557

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Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 3, 2024

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 February 3, 2024:

For						Against						Abstain
302,825,119						8,684,257						81,924

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 23, 2023

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

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