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Ross Stores 8-K 2016

Documents found in this filing:

  1. 8-K
  2. 8-K
SEC Document


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 18, 2016

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 94568-7579     
(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 18, 2016 in Palo Alto, California. The Company’s stockholders considered and voted upon the following four matters at the Meeting:

Proposal 1 - Election of Directors

The holders of the Company’s common stock elected eleven nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2017:

Name
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Michael Balmuth
 
326,070,206
 
14,966,774
 
119,428
 
24,393,087
 
K. Gunnar Bjorklund
 
333,296,393
 
7,718,652
 
141,363
 
24,393,087
 
Michael J. Bush
 
333,267,567
 
7,745,086
 
143,755
 
24,393,087
 
Norman A. Ferber
 
309,840,874
 
31,163,281
 
152,253
 
24,393,087
 
Sharon D. Garrett
 
332,556,466
 
8,444,848
 
155,094
 
24,393,087
 
Stephen D. Milligan
 
336,074,587
 
4,727,406
 
354,415
 
24,393,087
 
George P. Orban
 
331,909,730
 
9,091,231
 
155,447
 
24,393,087
 
Michael O’Sullivan
 
326,785,187
 
14,194,393
 
176,828
 
24,393,087
 
Lawrence S. Peiros
 
335,476,188
 
5,322,452
 
357,768
 
24,393,087
 
Gregory L. Quesnel
 
335,834,878
 
4,976,052
 
345,478
 
24,393,087
 
Barbara Rentler
 
333,656,639
 
7,408,885
 
90,884
 
24,393,087
 

Proposal 2 - Approval of the Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code

The holders of the Company’s common stock voted to approve the Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code:

For
 
Against
 
Abstain
 
Broker Non-Votes
335,702,563
 
5,151,521
 
302,324
 
24,393,087


Proposal 3 - Advisory Vote to Approve the Resolution on the Compensation of the Named Executive Officers

In an advisory vote, the holders of the Company’s common stock voted to approve the resolution regarding the compensation of the named executive officers:

For
 
Against
 
Abstain
 
Broker Non-Votes
323,121,133
 
11,826,530
 
6,208,745
 
24,393,087


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 28, 2017

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 28, 2017:

For
 
Against
 
Abstain
 
361,496,327
 
3,898,438
 
154,730
 
      






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 20, 2016


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



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