PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
May 20, 2026
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, California94568
(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.
Ross Stores, Inc. (the "Company") held its Annual Meeting of Stockholders on May 20, 2026, 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 9 nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2027:
Name
For
Against
Abstain
Broker Non-Vote
K. Gunnar Bjorklund
250,732,189
15,589,551
145,501
19,229,838
Michael J. Bush
249,302,344
17,020,543
144,354
19,229,838
Edward G. Cannizzaro
257,750,371
8,572,200
144,670
19,229,838
James G. Conroy
264,380,448
1,938,195
148,598
19,229,838
Sharon D. Garrett
251,965,270
14,360,823
141,148
19,229,838
Michael J. Hartshorn
261,446,381
4,873,719
147,141
19,229,838
Stephen D. Milligan
258,760,149
7,560,138
146,954
19,229,838
Patricia H. Mueller
263,377,419
2,797,273
292,549
19,229,838
Doniel N. Sutton
259,528,244
6,639,950
299,047
19,229,838
Proposal 2 - Approval of the Ross Stores, Inc. 2026 Equity Incentive Plan
The holders of the Company’s common stock voted to approve the 2026 Equity Incentive Plan:
For
Against
Abstain
Broker Non-Vote
257,919,061
8,132,534
415,646
19,229,838
Proposal 3 - 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
246,144,167
19,809,647
513,427
19,229,838
Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 2027
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, 2027:
For
Against
Abstain
270,432,479
15,149,535
115,065
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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.