Independent
Tenure on this board
23.4 yrs
9 nominees · 4 ballot items.
Elect nine directors; Approve 2026 Equity Incentive Plan; Advisory vote to approve executive compensation (Say on Pay); Ratify Deloitte as independent auditors.
Elect nine directors to serve one-year terms.
Approve the company’s new 2026 Equity Incentive Plan to replace the 2017 plan and authorize up to 15,809,003 shares.
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.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy.
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.
Ratify the Audit Committee’s appointment of Deloitte as the company’s independent auditors for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 11.0% | 35,480,655 | $6.4B |
| 2 | STATE STREET CORP | 4.3% | 13,911,953 | $2.5B |
| 3 | BlackRock, Inc. | 3.1% | 9,995,770 | $1.8B |
| 4 | PRIMECAP MANAGEMENT CO/CA/ | 2.9% | 9,207,200 | $1.7B |
| 5 | JPMORGAN CHASE CO | 2.7% | 8,615,259 | $1.6B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 7,789,187 | $1.4B |
| 7 | BANK OF AMERICA CORP /DE/ | 2.4% | 7,629,983 | $1.4B |
| 8 | BlackRock, Inc. | 2.0% | 6,540,136 | $1.2B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.0% | 6,525,294 | $1.2B |
| 10 | NORGES BANK | 1.5% | 4,820,473 | $868M |
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