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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 22, 2024

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 22, 2024, 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 2025:

Name						For						Against						Abstain						Broker Non-Vote
Michael Balmuth						272,338,991						9,033,133						164,623						19,969,597
K. Gunnar Bjorklund						240,450,206						40,928,146						158,395						19,969,597
Michael J. Bush						268,992,664						12,377,384						166,699						19,969,597
Edward G. Cannizzaro						280,692,638						607,720						236,389						19,969,597
Sharon D. Garrett						270,962,968						10,437,276						136,503						19,969,597
Michael J. Hartshorn						272,931,394						8,456,695						148,658						19,969,597
Stephen D. Milligan						276,671,184						4,634,033						231,530						19,969,597
Patricia H. Mueller						272,961,013						8,435,357						140,377						19,969,597
George P. Orban						269,977,544						11,401,854						157,349						19,969,597
Barbara Rentler						277,710,265						3,693,208						133,274						19,969,597
Doniel N. Sutton						274,188,839						7,178,619						169,289						19,969,597

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
214,709,612						66,573,375						253,760						19,969,597

Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 1, 2025

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 1, 2025:

For						Against						Abstain
288,865,146						12,509,504						131,694

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Proposal 4 - Vote on a Stockholder Proposal Regarding Reporting on Material Value Chain GHG Emissions

The holders of the Company's common stock voted against the stockholder proposal regarding reporting on material value chain GHG emissions:

For						Against						Abstain						Broker Non-Vote
72,605,889						207,432,054						1,498,804						19,969,597

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 29, 2024

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

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