UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
May 21, 2014

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)

Delaware 0-14678 94-1390387
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer Identification
incorporation)   No.)

5130 Hacienda Drive, Dublin, California 94568-7579
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(925) 965-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ROSS STORES, INC.           5130 Hacienda Drive, Dublin, California 94568-7579        (925) 965-4400



Item 5.07 Submission of Matters to a Vote of Security Holders.

Ross Stores, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 21, 2014 in Palo Alto, California. The Company’s stockholders considered and voted upon the following three proposals at the Meeting:

Proposal 1 - Election of Directors

The holders of the Company’s common stock elected eight nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2015:

Name       For       Against       Abstain       Broker Non-Votes
Michael Balmuth 173,193,368 3,430,925 184,742 12,891,938
K. Gunnar Bjorklund 173,042,808 3,623,024 143,203 12,891,938
Michael J. Bush 172,576,701   4,043,152 189,182 12,891,938
Norman A. Ferber 155,349,672 21,272,266   187,097 12,891,938
Sharon D. Garrett   172,757,501 3,867,244 184,290 12,891,938
George P. Orban 165,048,161 11,574,735 186,139 12,891,938
Lawrence S. Peiros 173,948,547 2,714,075 146,413 12,891,938
Gregory L. Quesnel 175,480,724 1,063,183 265,128 12,891,938

Proposal 2 - Advisory Vote to Approve the Resolution on the Compensation of the Named Executive Officers

The holders of the Company’s common stock voted in an advisory vote to approve the resolution regarding the compensation of the named executive officers:

For       Against       Abstain       Broker Non-Votes
174,615,210 1,576,784 617,041 12,891,938

Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2015

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 31, 2015:

For       Against       Abstain
187,522,582 2,042,554 135,837

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2014

ROSS STORES, INC.
Registrant
 
   
By:  /s/J. Call
John G. Call
Executive Vice President, Finance and Legal, and
Corporate Secretary

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