Ross Stores (ROST)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On May 20, 2009, Mr. Gregory L. Quesnel was appointed as a member of the Board of Directors of Ross Stores, Inc. (the “Company”), with an initial term expiring at the Company’s 2010 Annual Stockholders Meeting. Mr. Quesnel is an independent director under the listing standards of the Marketplace Rules of the Nasdaq Stock Market.

Mr. Quesnel will receive cash compensation and will be granted restricted stock for his services on the Board of Directors and any applicable committees, in accordance with the Company’s standard fee arrangements and restricted stock grant formula for non-employee directors.

A copy of the press release announcing Mr. Quesnel’s appointment is attached hereto as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Mr. Stuart G. Moldaw, Director and Chairman Emeritus, has ceased to serve as a member of the Board of Directors of Ross Stores, Inc. as a result of his death on May 24, 2008.

(e) On May 22, 2008, the stockholders of Ross Stores, Inc. (the “Company”) approved the adoption of the Company’s 2008 Equity Incentive Plan (the “2008 Plan”). A summary description of the terms and conditions of the 2008 Plan is included in the Definitive Proxy Statement on Schedule 14A filed by the Company on April 14, 2008, under the caption “Summary of the 2008 Plan,” which is incorporated herein by reference. Copies of applicable forms of equity agreements relating to the 2008 Plan are attached hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 31, 2008, Mr. John W. Froman resigned as a member of the Board of Directors of Ross Stores, Inc. (the “Company”) and from the Nominating and Corporate Governance Committee of the Company’s Board of Directors, in connection with his acceptance of an executive position with another retailer.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 20, 2007, Mr. John W. Froman was appointed as a member of the Board of Directors of Ross Stores, Inc. (the “Company”), with an initial term expiring at the Company’s 2010 Annual Stockholders’ Meeting. Mr. Froman was also named to the Nominating and Corporate Governance Committee of the Company’s Board of Directors. Mr. Froman is an independent director under the listing standards of the Marketplace Rules of the NASDAQ Stock Market.

Mr. Froman will receive cash compensation and will be granted stock options for his services on the Board of Directors and the applicable committees in accordance with the Company’s Standard Fee Arrangements and Stock Option Grant Formula for non-employee directors.

A copy of the press release announcing Mr. Froman’s appointment is attached hereto as Exhibit 99.1.