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Ross Stores (NASDAQ: ROST) stockholders approve directors, equity plan and auditor at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Ross Stores, Inc. reported the results of its May 20, 2026 virtual Annual Meeting of Stockholders. Stockholders elected nine directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving over 250 million votes in favor.

Stockholders approved the 2026 Equity Incentive Plan, with 257,919,061 votes for, 8,132,534 against, and 415,646 abstentions, and supported the advisory resolution on executive compensation with 246,144,167 votes for and 19,809,647 against. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027, by 270,432,479 votes for and 15,149,535 against.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Equity plan approval votes for 257,919,061 votes Approval of 2026 Equity Incentive Plan
Say-on-pay votes for 246,144,167 votes Advisory vote on executive compensation
Auditor ratification votes for 270,432,479 votes Ratification of Deloitte & Touche LLP
Largest director support 264,380,448 votes For James G. Conroy as director
Broker non-votes on equity plan 19,229,838 votes Proposal 2 equity incentive plan
Broker Non-Vote financial
"Name | For | Against | Abstain | Broker Non-Vote"
2026 Equity Incentive Plan financial
"Approval of the Ross Stores, Inc. 2026 Equity Incentive Plan"
Advisory Vote financial
"In an advisory vote, the holders of the Company’s common stock"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Executive Compensation financial
"Advisory Vote to Approve the Resolution on Executive Compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Independent Registered Public Accounting Firm financial
"as the Company’s Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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FALSE000074573200007457322026-05-202026-05-20



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, 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, 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 classTrading symbolName of each exchange on which registered
Common stock, par value $.01ROSTNASDAQ 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. ☐

1

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
250,732,18915,589,551145,50119,229,838
Michael J. Bush
249,302,34417,020,543144,35419,229,838
Edward G. Cannizzaro257,750,3718,572,200144,67019,229,838
James G. Conroy264,380,4481,938,195148,59819,229,838
Sharon D. Garrett
251,965,27014,360,823141,14819,229,838
Michael J. Hartshorn
261,446,3814,873,719147,14119,229,838
Stephen D. Milligan
258,760,1497,560,138146,95419,229,838
Patricia H. Mueller
263,377,4192,797,273292,54919,229,838
Doniel N. Sutton
259,528,2446,639,950299,04719,229,838


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
257,919,0618,132,534415,64619,229,838


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
246,144,16719,809,647513,42719,229,838


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
270,432,47915,149,535115,065

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: May 27, 2026

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

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Ross Stores (ROST) stockholders vote on at the May 20, 2026 annual meeting?

Ross Stores stockholders voted on four items: electing nine directors, approving the 2026 Equity Incentive Plan, an advisory resolution on executive compensation, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.

Were all Ross Stores (ROST) director nominees elected at the 2026 annual meeting?

Yes, all nine Ross Stores director nominees were elected to one-year terms. Each nominee received over 250 million votes in favor, with relatively small numbers of votes against or abstaining, and broker non-votes recorded for shares not entitled to vote on the election proposals.

Did Ross Stores (ROST) stockholders approve the 2026 Equity Incentive Plan?

Yes, Ross Stores stockholders approved the 2026 Equity Incentive Plan. The proposal received 257,919,061 votes for, 8,132,534 votes against, and 415,646 abstentions, along with 19,229,838 broker non-votes, indicating stockholder support for the company’s equity-based compensation framework.

How did Ross Stores (ROST) stockholders vote on executive compensation in 2026?

In a non-binding advisory vote, Ross Stores stockholders approved the resolution on executive compensation. The proposal received 246,144,167 votes for, 19,809,647 votes against, 513,427 abstentions, and 19,229,838 broker non-votes, reflecting overall support for the company’s executive pay practices.

Who is Ross Stores’ (ROST) independent registered public accounting firm for the fiscal year ending January 30, 2027?

Ross Stores stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm. The ratification received 270,432,479 votes for, 15,149,535 votes against, and 115,065 abstentions, confirming Deloitte & Touche LLP’s role for that fiscal year’s audit work.

When and how was the Ross Stores (ROST) 2026 annual meeting of stockholders held?

The Ross Stores 2026 annual meeting of stockholders was held on May 20, 2026, as a virtual meeting. Stockholders participated remotely and voted on director elections, the 2026 Equity Incentive Plan, executive compensation, and the ratification of Deloitte & Touche LLP.

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