Summary
This 8-K filing by Ross Stores, Inc. (ROST) on January 25, 2013, primarily announces an amendment to the company's Amended and Restated Bylaws, effective January 23, 2013. The most significant change is the adoption of a majority voting standard for uncontested director elections. This means that for a director nominee to be elected, they must receive more "for" votes than "against" or "withhold" votes. This governance change is important for investors as it enhances accountability of the Board of Directors to shareholders. In uncontested elections, a majority vote standard generally provides shareholders with greater influence over director appointments compared to a plurality standard, where a nominee could be elected with less than a majority of the votes cast. A plurality standard will continue to apply only in contested director elections.
Key Highlights
- 1Ross Stores, Inc. amended its Bylaws on January 23, 2013.
- 2The primary amendment implements a majority voting standard for uncontested director elections.
- 3Under the new standard, director nominees need more 'for' votes than 'against'/'withhold' votes to be elected.
- 4A plurality voting standard remains in place for contested director elections (where more nominees than seats).
- 5The amendments were adopted by the Board of Directors.
- 6The changes are effective immediately upon adoption.
- 7The filing was made on January 25, 2013.