01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
Ross Stores, Inc. (ROST) held its Annual Meeting of Stockholders on May 21, 2025, by virtual meeting.
Stockholders considered three proposals, and the filing reports final voting results for each. Stockholders elected all 11 director nominees, including Michael Balmuth, K. Gunnar Bjorklund, Michael J.
Bush, Edward G. Cannizzaro, James G. Conroy, Sharon D.
Garrett, Michael J. Hartshorn, Stephen D. Milligan, Patricia H.
Mueller, George P. Orban and Doniel N. Sutton, each for a one-year term expiring at the 2026 Annual Meeting.
Each nominee received substantially more votes For than Against, with Against counts ranging from 3,939,900 to 20,435,539. In an advisory vote, stockholders approved the resolution on executive compensation, with 236,999,371 votes For, 38,588,452 Against, 868,280 Abstaining and 16,183,745 broker non-votes. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, with 277,299,729 votes For, 15,257,970 Against and 82,149 Abstaining.
02—Key points
Key Highlights
- Annual Meeting held virtually on May 21, 2025, with three proposals voted on by stockholders.
- All 11 director nominees were elected to one-year terms expiring at the 2026 Annual Meeting.
- Advisory say-on-pay resolution approved: 236,999,371 For, 38,588,452 Against, 868,280 Abstain, 16,183,745 broker non-votes.
- Deloitte & Touche LLP ratified as independent registered public accounting firm for the fiscal year ending January 31, 2026: 277,299,729 For, 15,257,970 Against, 82,149 Abstain.
- Director Doniel N. Sutton received the highest Against count among nominees at 20,435,539, followed by Michael J. Bush at 19,271,946.
- Director James G. Conroy received the most For votes at 272,396,179 and the fewest Against votes at 3,939,900.
- The 16,183,745 broker non-votes were recorded on each director election and on the executive compensation proposal.
03—Questions
Frequently Asked Questions
How many directors were elected at the 2025 Annual Meeting?
The holders of common stock elected 11 nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2026.
Did stockholders approve executive compensation?
Yes. In an advisory vote, stockholders voted to approve the resolution regarding executive compensation, with 236,999,371 votes For, 38,588,452 Against, 868,280 Abstaining and 16,183,745 broker non-votes.
Which accounting firm was ratified and for what fiscal year?
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2026, with 277,299,729 votes For, 15,257,970 Against and 82,149 Abstaining.
How was the 2025 Annual Meeting conducted?
The Company held its Annual Meeting of Stockholders on May 21, 2025, by virtual meeting.
04—Continue