8-KLeadership ChangesRegulation FDExhibits & Filings

ROSS STORES, INC. 8-K Report, Executive Changes (Sep 17, 2026)

Filed September 17, 2026For Securities:ROST

Summary

Ross Stores, Inc. (ROST) announced significant changes to its Board of Directors, effective October 1, 2026. Ms. Sharon D. Garrett will retire from the Board after her tenure. To fill this vacancy and enhance board expertise, the company has appointed two new independent directors: Ms. Shelley H. Bransten and Mr. Christian B. Johnson. These appointments will increase the Board's size to ten members and both new directors will serve on the Audit Committee, bringing valuable experience to the company's oversight functions. Both new directors will receive standard compensation packages, including cash and restricted stock, aligned with current company policies. They will also enter into customary indemnification agreements. These strategic board adjustments are intended to bolster governance and ensure continued effective oversight as the company navigates its business operations. Investors should note the addition of independent expertise, particularly within the Audit Committee, which can be a positive signal for corporate governance.

Key Highlights

  • 1Effective October 1, 2026, Director Sharon D. Garrett is retiring from the Board.
  • 2Ms. Shelley H. Bransten and Mr. Christian B. Johnson have been appointed as new independent Directors, effective October 1, 2026.
  • 3The Board size will increase to ten members following these appointments.
  • 4Both new Directors, Ms. Bransten and Mr. Johnson, will serve on the Audit Committee.
  • 5New Directors will receive compensation including cash and restricted stock, per company policy.
  • 6The company is entering into standard indemnification agreements with the new Directors.
  • 7The announcement was made via a press release filed as an exhibit.

Frequently Asked Questions

Ms. Sharon D. Garrett is retiring from the Board of Directors as she has tendered her resignation, effective October 1, 2026, due to her retirement.

Appointing Ms. Bransten and Mr. Johnson to the Audit Committee, where they are noted as independent directors, suggests a strengthening of the company's financial oversight and governance. Audit committee members are crucial for overseeing financial reporting, internal controls, and the audit process.

Ms. Bransten and Mr. Johnson will receive compensation in accordance with Ross Stores, Inc.'s standard fee arrangements for directors. This includes cash compensation and grants of restricted stock for their services on the Board and the Audit Committee.

The appointment of Ms. Bransten and Mr. Johnson increases the total size of the Board of Directors to ten members. Both new directors are considered independent under Nasdaq listing rules, enhancing the independent composition of the Board.