Ross Stores Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors to serve one-year terms.

2. 2

   Approve the Ross Stores, Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the company’s new 2026 Equity Incentive Plan to replace the 2017 plan and authorize up to 15,809,003 shares.

   More detail

   The proposal asks shareholders to approve the Ross Stores, Inc. 2026 Equity Incentive Plan, which would replace the 2017 plan and authorize up to 15,809,003 shares (including 9,000,000 new shares plus rollover of Predecessor Plan availability), with recycling provisions and customary features (minimum vesting, prohibition on repricing without shareholder approval, no discounted options, non-liberal change-in-control definitions, non-employee director limits). Management frames the plan as essential to attract and retain employees, citing low historical burn rate (0.42% average) and the offsetting effect of robust share repurchases that have reduced shares outstanding. The Board recommends FOR, arguing the requested share reserve should last 5–6 years and the plan includes governance protections aligned with best practices. Key governance-context issues for an analyst: the share request size relative to market and peers, the inclusion of recycling and the 5% exception to minimum vesting, the $1,000,000 non-employee director cap, and the impact on dilution and shareholder value transfer metrics. The plan’s potential impact on compensation expenses, dilution, and alignment should be weighed against Ross’s historical conservative share usage, current stock repurchase activity, and executive retention needs.

3. 3

   Advisory Vote to Approve Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy.

   More detail

   This management proposal requests a non-binding advisory approval of the Company’s named executive officer compensation as disclosed. Management argues the program aligns compensation with both short- and long-term performance, emphasizing adjusted pre-tax earnings as the primary metric for both annual and performance share awards. The Compensation Committee used broad performance ranges in 2025 to account for tariff-related uncertainty and applied predefined tariff-related cost adjustments. The board points to historical pay-for-performance alignment, extensive equity at risk, stock ownership guidelines, clawback policies, and the recent strong shareholder support (86% in prior year) to justify the recommendation to vote FOR. For an analyst, issues to evaluate include the magnitude of realized CEO and NEO pay in recent years, the use of discretionary adjustments (e.g., tariff adjustments) in 2025, recoupment provisions, and long-term incentive structures that combine performance shares with multi-year vesting to balance retention and alignment.

4. 4

   Ratify the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte as the company’s independent auditors for fiscal 2027.

Upcoming shareholder meetings at Ross Stores Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ross Stores Inc 2026 annual meeting?

Ross Stores Inc (ROST) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Ross Stores Inc 2026 meeting?

The record date for the Ross Stores Inc 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ross Stores Inc's 2026 meeting?

The board is presenting 9 director nominees at the Ross Stores Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ross Stores Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Ross Stores Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.