Ross Stores (ROST) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2025, with stockholders able to vote and submit questions online.

• Stockholders will vote on electing 11 directors, an advisory say-on-pay, and ratification of Deloitte as auditor.

• The company emphasizes environmental responsibility by providing proxy materials online and using recycled paper.

• As of March 25, 2025, there were 328,834,209 outstanding shares entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing 11 directors, advisory approval of executive compensation, and ratification of Deloitte as auditor.

• Stockholders of record as of March 25, 2025, are eligible to vote.

• Proxy access allows eligible stockholders to nominate directors in the proxy statement.

• Majority voting standard applies for uncontested director elections; directors not receiving majority support must offer resignation.

• Advance notice is required for shareholder proposals and nominations for the 2026 meeting.

Board of directors and corporate governance

• The board consists of 11 members, all up for annual election; 8 are independent under Nasdaq rules.

• Board leadership is separated between Chairman (Balmuth) and CEO (Conroy), with a Lead Independent Director (Bjorklund).

• Standing committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and written charters.

• Annual self-evaluations are conducted for the board and committees.

• The board seeks diversity in skills, gender, and ethnicity; 3 female and 2 racially/ethnically diverse directors are nominated.