What is the main change introduced by the November 16, 2011, bylaw amendments?

The primary change is the adoption of a majority voting standard for uncontested director elections. This means that director nominees need to receive more votes in favor of their election than 'withhold approval' votes to be elected.

What happens if a director nominee does not receive a majority of votes in favor of their election?

If a director nominee in an uncontested election receives more 'withhold approval' votes than votes in favor, they are required to tender their resignation to the Board of Directors.

Does the Board automatically accept a director's resignation if they don't receive majority support?

No, the Board of Directors has the discretion to determine whether or not to accept the tendered resignation. The Nominating and Corporate Governance Committee will review the offer and make a recommendation to the Board.

How will the company communicate decisions regarding director resignations?

The Board is required to publicly disclose its decision on accepting or rejecting a resignation, including the reasons for not accepting it, within five business days after making the decision.

ROST 8-K: Corporate Changes

Summary

Ross Stores, Inc. (ROST) has filed a Current Report on Form 8-K to announce amendments to its Amended and Restated Bylaws, effective November 16, 2011. The primary change introduces a majority voting standard for uncontested director elections. Under the new provisions, if a director nominee in an uncontested election receives more votes to 'withhold approval' than votes in favor, they must tender their resignation to the Board of Directors.

Key Highlights

1Ross Stores, Inc. amended its Bylaws on November 16, 2011.
2The amendments implement a majority voting standard for uncontested director elections.
3Director nominees in uncontested elections must tender their resignation if they receive more 'withhold approval' votes than votes in favor.
4The Board of Directors has the discretion to accept or reject a tendered resignation.
5The Nominating and Corporate Governance Committee will review resignation offers and recommend action to the Board.
6The Board must publicly disclose its decision on accepting or rejecting a resignation, including reasons for rejection, within a specified timeframe.

ROSS STORES, INC. 8-K Report, Bylaw Amendment (Nov 18, 2011)

Summary

Key Highlights

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