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, 2013
ROSS STORES,
INC.
(Exact name of registrant as specified in its
charter)
| Delaware | 0-14678 | 94-1390387 |
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer Identification |
| incorporation) | No.) |
4440 Rosewood Drive,
Pleasanton, California, 94588-3050
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ross Stores, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 22, 2013 in Pleasanton, California. The Company’s stockholders considered and voted upon the following four proposals at the Meeting:
Proposal 1 - Election of Directors
The holders of the Company’s common stock elected three Class II and three Class III nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2014:
| Name | For | Against | Abstain | Broker Non-Votes | ||||
| Michael Balmuth | 175,145,831 | 3,452,015 | 223,742 | 14,153,199 | ||||
| K. Gunnar Bjorklund | 176,058,038 | 2,405,297 | 358,253 | 14,153,199 | ||||
| Sharon D. Garrett | 174,632,844 | 3,965,884 | 222,860 | 14,153,199 | ||||
| Michael J. Bush | 174,542,947 | 4,052,154 | 226,487 | 14,153,199 | ||||
| Norman A. Ferber | 161,389,215 | 17,056,503 | 375,870 | 14,153,199 | ||||
| Gregory L. Quesnel | 176,322,361 | 2,146,359 | 352,868 | 14,153,199 |
Proposal 2 – Approval of Certain Provisions of the Company’s 2008 Equity Incentive Plan
The holders of the Company’s common stock voted to approve certain provisions of the Company’s 2008 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||
| 174,544,715 | 3,948,890 | 327,983 | 14,153,199 |
Proposal 3 - Advisory Vote to Approve the Resolution on the Compensation of the Named Executive Officers
The holders of the Company’s common stock voted in an advisory vote to approve the resolution regarding the compensation of the named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 174,906,649 | 3,096,091 | 818,848 | 14,153,199 |
Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as Independent Certified Public Accounting Firm for the Fiscal Year Ending February 1, 2014
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, 2014:
| For | Against | Abstain | ||||
| 190,722,830 | 2,014,466 | 237,491 |
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 24, 2013
| ROSS STORES, INC. | ||
| Registrant | ||
| By: | /s/J. Call | |
| John G. Call | ||
| Group Senior Vice President, Chief Financial Officer | ||
| and Principal Accounting Officer | ||