TABLE OF CONTENTS for Ross

Ross Stores (ROST)

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ROST » Topics » TABLE OF CONTENTS

This excerpt taken from the ROST DEF 14A filed Apr 13, 2009.

TABLE OF CONTENTS

	Page
PROXY SOLICITATION	1

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2

PROPOSAL 1 - ELECT CLASS II DIRECTORS	5

Information Regarding Nominees and Incumbent Directors	5

Compensation of Directors	9

PROPOSAL 2 - RATIFY THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM	12

Board of Directors Audit Committee Report	13

EXECUTIVE COMPENSATION	15

Compensation Discussion and Analysis	15

Compensation Philosophy and Objectives	15

Comparative Framework	17

CEO Compensation	18

Oversight of the Executive Compensation Program	19

Components of the Executive Compensation Program	19

Defined Contribution and Deferred Compensation Plans	22

Employment Agreements	23

Tax and Accounting-Related Matters	23

Additional Executive Compensation Policies	23

Compensation Committee Report	24

Summary Compensation Table	25

Discussion of Summary Compensation Table	29

Grants of Plan-Based Awards During Fiscal Year	29

Outstanding Equity Awards at Fiscal Year End	32

Option Exercises and Stock Vested	34

Non-Qualified Deferred Compensation	35

Potential Payments Upon Termination or Change in Control	36

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	42

RELATED PERSON TRANSACTIONS	42

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	42

PROXY SOLICITATION FEES	42

TRANSACTION OF OTHER BUSINESS	43

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING	43

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

TABLE OF CONTENTS

	Page
PROXY SOLICITATION	1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2
PROPOSAL 1 - ELECT CLASS I DIRECTORS	5
Information Regarding Nominees and Incumbent Directors	5
Compensation of Directors	9
PROPOSAL 2 – APPROVE ADOPTION OF THE ROSS STORES, INC. 2008 EQUITY
INCENTIVE PLAN	12
Summary of the 2008 Plan	13
Summary of U.S. Federal Income Tax Consequences	19
New Plan Benefits	21
PROPOSAL 3 - RATIFY THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM	23
Board of Directors Audit Committee Report	24
EXECUTIVE COMPENSATION	26
Compensation Discussion and Analysis	26
Compensation Philosophy and Objectives	26
Comparative Framework	28
CEO Compensation	29
Oversight of the Executive Compensation Program	30
Components of the Executive Compensation Program	30
Defined Contribution and Deferred Compensation Plans	33
Employment Agreements	34
Tax and Accounting-Related Matters	34
Additional Executive Compensation Policies	34
Compensation Committee Report	35
Summary Compensation Table	35

Discussion of Summary Compensation Table	39
Grants of Plan-Based Awards During Fiscal Year	40
Outstanding Equity Awards at Fiscal Year End	42
Option Exercises and Stock Vested	44
Non-Qualified Deferred Compensation	45
Potential Payments Upon Termination or Change in Control	46
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	52
RELATED PERSON TRANSACTIONS	52
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	52
PROXY SOLICITATION FEES	52
TRANSACTION OF OTHER BUSINESS	53
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING	53

This excerpt taken from the ROST DEF 14A filed Apr 17, 2007.

TABLE OF CONTENTS

		Page
PROXY SOLICITATION		1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2
PROPOSAL 1 - ELECT CLASS III DIRECTORS		4
Information Regarding Nominees and Incumbent Directors		4
PROPOSAL 2 – RATIFY THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM		8
Board of Directors Audit Committee Report		9
EXECUTIVE AND DIRECTOR COMPENSATION		11
Summary Compensation Table		11
Discussion of Summary Compensation Table		15
Grants of Plan-Based Awards During Fiscal Year		15
Outstanding Equity Awards at Fiscal Year-End		18
Option Exercises and Stock Vested		20
Non-Qualified Deferred Compensation		21
Potential Payments Upon Termination or Change in Control		22
Compensation Discussion and Analysis		28
Compensation Philosophy and Objectives		28
Compensation Benchmarking and Peer Group Analysis		30
CEO Compensation		30
Oversight of the Executive Compensation Program		31
Components of the Executive Compensation Program		31
Defined Contribution and Deferred Compensation Plans		33
Employment Agreements		34
Tax and Account-Related Matters		34
Additional Executive Compensation Policies		34
Compensation Committee Report		35
Compensation of Directors		35
Compensation Committee Interlocks and Insider Participation		37
RELATED PERSON TRANSACTIONS		37
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		37
PROXY SOLICITATION FEES		37
TRANSACTION OF OTHER BUSINESS		37
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING		38

This excerpt taken from the ROST DEF 14A filed Apr 12, 2006.

TABLE OF CONTENTS

		Page

PROXY SOLICITATION		1

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2

INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS		4

BOARD OF DIRECTORS AUDIT COMMITTEE REPORT		8

COMPENSATION AND OTHER TRANSACTIONS WITH OFFICERS AND DIRECTORS		11

	Compensation Committee Report on Executive Compensation	11

	Summary Compensation Table	14

	Option Grants in Last Fiscal Year	16

	Aggregated Option Exercises and Year-End Option Value Table	17

	Stockholder Return Performance Graph	19

	Compensation of Directors	20

	Compensation Committee Interlocks and Insider Participation	21

	Employment Contracts, Termination of Employment and Change in Control Arrangements	21

	Certain Transactions	23

	Section 16(a) Beneficial Ownership Reporting Compliance	23

PROPOSAL 1 - ELECT CLASS II DIRECTORS		24

PROPOSAL 2 – APPROVE THE COMPANY’S SECOND AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN		24

PROPOSAL 3 – RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		27

PROXY SOLICITATION		28

TRANSACTION OF OTHER BUSINESS		28

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING		28

This excerpt taken from the ROST DEF 14A filed Apr 14, 2005.

TABLE OF CONTENTS

		Page

PROXY SOLICITATION		1

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2

INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS		4

BOARD OF DIRECTORS AUDIT COMMITTEE REPORT		8

COMPENSATION AND OTHER TRANSACTIONS WITH OFFICERS AND DIRECTORS		11

	Compensation Committee Report on Executive Compensation	11

	Summary Compensation Table	14

	Option Grants in Last Fiscal Year	16

	Aggregated Option Exercises and Year-End Option Value Table	17

	Stockholder Return Performance Graph	18

	Compensation of Directors	19

	Compensation Committee Interlocks and Insider Participation	20

	Employment Contracts, Termination of Employment and Change in Control Arrangements	20

	Certain Transactions	22

	Section 16(a) Beneficial Ownership Reporting Compliance	22

PROPOSAL 1 - ELECT CLASS I DIRECTORS		23

PROPOSAL 2 – RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITORS		23

PROXY SOLICITATION		24

TRANSACTION OF OTHER BUSINESS		24

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING		24