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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
May 21, 2025

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-14678
94-1390387
(State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

5130 Hacienda Drive, Dublin, California 94568
(Address of principal executive offices)

Registrant's telephone number, including area code:
(925) 965-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, par value $.01ROSTNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 21, 2025, by virtual meeting. The Company’s stockholders considered and voted upon three matters at the meeting, with final voting results as follows:


Proposal 1 - Election of Directors

The holders of the Company’s 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:


Name
For
Against
Abstain
Broker Non-Vote
Michael Balmuth 265,462,68110,882,385111,03716,183,745
K. Gunnar Bjorklund
258,689,89617,491,385274,82216,183,745
Michael J. Bush
256,909,70219,271,946274,45516,183,745
Edward G. Cannizzaro265,793,95510,240,821421,32716,183,745
James G. Conroy272,396,1793,939,900120,02416,183,745
Sharon D. Garrett
262,096,77714,091,482267,84416,183,745
Michael J. Hartshorn
269,668,4086,671,951115,74416,183,745
Stephen D. Milligan
264,057,16812,124,174274,76116,183,745
Patricia H. Mueller
266,754,7179,439,948261,43816,183,745
George P. Orban
260,628,89515,551,589275,61916,183,745
Doniel N. Sutton
255,898,60020,435,539121,96416,183,745


Proposal 2 - Advisory Vote to Approve the Resolution on Executive Compensation

In an advisory vote, the holders of the Company’s common stock voted to approve the resolution regarding executive compensation:


For
Against
Abstain
Broker Non-Vote
236,999,37138,588,452868,28016,183,745


Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2026

The holders of the Company’s common stock voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2026:


For
Against
Abstain
277,299,72915,257,97082,149





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2025

ROSS STORES, INC.
Registrant
By:/s/Ken Jew
Ken Jew
Group Senior Vice President, General Counsel and
Corporate Secretary

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