Ross Stores (ROST) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with stockholders able to participate, vote, and submit questions online.

• Proxy materials are available online, and stockholders are encouraged to vote by Internet, phone, or mail before the meeting.

• The record date for voting is March 24, 2026, with 322,148,148 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Stockholders will vote to elect 9 directors for one-year terms, approve the 2026 Equity Incentive Plan, provide an advisory vote on executive compensation, and ratify Deloitte & Touche LLP as the independent auditor for fiscal 2026.

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

• Shareholder proposals for the next annual meeting must be submitted between November 8 and December 8, 2026.

Board of directors and corporate governance

• The board will be reduced to 9 members, all standing for annual election; 8 are independent under Nasdaq rules.

• Board leadership is separated between the Chair and CEO roles; K. Gunnar Bjorklund is the new independent Chair.

• The board conducts annual self-evaluations and has adopted codes of ethics and corporate governance guidelines.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The board emphasizes diversity, with 3 female and 2 racially/ethnically diverse directors among the 9 nominees.