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ROST » Topics » Required Vote and Board of Directors Recommendation

This excerpt taken from the ROST DEF 14A filed Apr 14, 2008.

Required Vote and Board of Directors Recommendation

Approval of this proposal requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have the same effect as a negative vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not have authority to vote your shares. Broker non-votes will have no effect on the outcome of this vote. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum.

The Board believes that the proposed adoption of the 2008 Plan is in the best interests of the Company and its stockholders for the reasons stated above.

 
The Board of Directors unanimously recommends that the stockholders
vote FOR approval of adoption of the Ross Stores, Inc. 2008 Equity Incentive Plan.
 

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Aggregate Equity Compensation Plan Information.

The following table summarizes information regarding the shares that may be issued under the Company’s equity compensation plans as of February 2, 2008:

    (a)   (c)
    Number of securities (b) Number of securities
    to be issued upon Weighted average remaining available for
    exercise of exercise price per future issuance
    outstanding options share of outstanding (excluding securities
           Shares in (000s) and rights options and rights reflected in column (a))1
  Equity compensation      
  plans approved by      
  security holders 5,2132 $ 25.40 11,8653
         
  Equity compensation      
  plans not approved by      
  security holders 1,4064 $ 19.95 -
         
  Total 6,619   $ 24.25 11,8655
         
____________________
 
1   Upon approval by stockholders of the 2004 Equity Incentive Plan in May 2004, any shares remaining available for grant in the share reserves of the 1992 Stock Option Plan, the 2000 Equity Plan, the 1991 Outside Directors Stock Option Plan and the 1988 Restricted Stock Plan were automatically canceled.
2 Represents shares reserved for options granted under the prior 1992 Stock Option Plan, the prior 1991 Outside Directors Stock Option Plan, and the 2004 Equity Incentive Plan.
3 Includes 1,261,000 shares reserved for issuance under the Employee Stock Purchase Plan and 10,604,000 shares reserved for issuance under the 2004 Equity Incentive Plan.
4 Represents shares reserved for options granted under the prior 2000 Equity Incentive Plan, which was approved by the Company’s Board of Directors in March 2000.
5 Upon approval by stockholders of the 2008 Equity Incentive Plan, any shares remaining available for grant in the share reserves of the 2004 Equity Incentive Plan will automatically be canceled.

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