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Ross Stores 8-K 2008

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, 2008

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.) 

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))

 

 

 

ROSS STORES, INC.               4440 Rosewood Drive, Pleasanton, California 94588-3050               (925) 965-4400


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

(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 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit  
No.  Description 
 
99.1 Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to the appendix to the Company’s 14A Definitive Proxy Statement on Schedule 14A, filed on April 14, 2008
99.2   Form of Nonemployee Director Equity Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan
99.3 Form of Nonemployee Director Equity Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan
99.4 Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan
99.5 Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan
99.6 Form of Notice of Grant of Performance Shares and Performance Share Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan
99.7 Form of Notice of Grant of Stock Option and Stock Option Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan

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 23, 2008

ROSS STORES, INC. 
Registrant 
 
 
By:   /s/J. Call 
John G. Call 
Senior Vice President, Chief Financial Officer, Principal 
Accounting Officer and Corporate Secretary 


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