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NASDAQ: ROST ROSS STORES, INC. 8-K

Ross Stores shareholders approve new equity plan, re-elect all directors at annual meeting

Filed May 27, 2026 · Period ending May 20, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Shareholders approved the 2026 Equity Incentive Plan with 97% support, establishing framework for future stock-based compensation to employees and directors.

  • low

    All nine director nominees elected to one-year terms expiring 2027, including CEO Michael Hartshorn, with votes ranging from 246M to 264M in favor.

  • low

    Executive compensation approved in advisory say-on-pay vote with 93% support (246M for, 20M against), indicating shareholder alignment with pay practices.

  • low

    Deloitte & Touche ratified as independent auditor for fiscal year ending January 2027 with 95% approval, continuing existing auditor relationship.

Summary

Ross Stores held its routine 2026 Annual Meeting on May 20, with shareholders voting on standard governance matters. The most notable outcome was approval of a new equity incentive plan that will govern how the discount retailer compensates employees and directors with stock-based awards going forward. The 97% approval rate suggests shareholders are comfortable with management's compensation approach.

All director elections passed with strong majorities, and the say-on-pay vote received 93% support, indicating no significant shareholder concerns about board composition or executive pay levels. The auditor ratification was similarly routine. For retail investors, this filing signals business-as-usual governance with no contested votes or surprises. Watch for details on the new equity plan's dilution impact in the next proxy statement, particularly how many shares are authorized and annual grant rates compared to the prior plan.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Ross Stores held its 2026 Annual Meeting on May 20, 2026, electing 9 directors, approving a new equity plan, and ratifying Deloitte as auditor.

2 Added
Added 2026 Equity Incentive Plan approval medium

Added in current filing · verify on EDGAR →

The holders of the Company’s common stock voted to approve the 2026 Equity Incentive Plan

Shareholders approved the Ross Stores, Inc. 2026 Equity Incentive Plan with approximately 257.9 million votes in favor and 8.1 million against. This new equity plan will govern future stock-based compensation awards to employees and directors.

Show 1 minor / wording change
Added Auditor ratification low

Added in current filing · verify on EDGAR →

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 30, 2027

Shareholders ratified Deloitte & Touche LLP as the independent auditor for fiscal year ending January 30, 2027, with approximately 270.4 million votes in favor and 15.1 million against. This represents strong shareholder support for continuing the existing auditor relationship.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify