What is 'proxy access' and why is it important for Ross Stores?

Proxy access is a corporate governance mechanism that allows long-term, significant shareholders to nominate their own director candidates to the company's board of directors and have those nominations included in the company's official proxy statement. This is important for Ross Stores as it enhances shareholder rights and potentially leads to more diverse perspectives and accountability at the board level.

What are the specific ownership requirements for a shareholder to use proxy access at Ross Stores?

To be eligible to use the proxy access provisions, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of Ross Stores' common stock for a minimum of three consecutive years. They must also meet other specified notice, timeliness, and disclosure requirements outlined in the amended Bylaws.

How many directors can a shareholder group nominate through proxy access?

An eligible shareholder or a group of shareholders can nominate up to the greater of two director candidates or 20% of the total number of directors then serving on the Board of Directors.

ROST 8-K: Corporate Changes

Summary

This 8-K filing from Ross Stores, Inc. (ROST), dated March 9, 2017, primarily announces amendments to the company's Amended and Restated Bylaws, effective immediately as of March 8, 2017. The most significant change is the adoption of 'proxy access,' which allows eligible stockholders to nominate director candidates for inclusion in the company's proxy materials. This move offers shareholders a greater voice in corporate governance and director selection.

Key Highlights

1Ross Stores, Inc. adopted amendments to its Bylaws on March 8, 2017.
2The primary amendment introduces 'proxy access' provisions.
3Eligible stockholders can now nominate director candidates for inclusion in company proxy materials.
4To utilize proxy access, a stockholder or group (up to 20) must have continuously owned 3% or more of common stock for at least three years.
5The number of director candidates a stockholder group can nominate is the greater of two or 20% of the Board.
6The amendments include other minor clarifying and conforming revisions to the Bylaws.

ROSS STORES, INC. 8-K Report, Bylaw Amendment (Mar 10, 2017)

Summary

Key Highlights

Frequently Asked Questions