Ross Stores Appoints New Directors, One Director Departs
Ticker: ROST · Form: 8-K · Filed: Sep 10, 2024 · CIK: 745732
| Field | Detail |
|---|---|
| Company | Ross Stores, Inc. (ROST) |
| Form Type | 8-K |
| Filed Date | Sep 10, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $1,140,000, $3,500,000, $960,000, $3,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-composition, executive-compensation, director-departure, director-election
Related Tickers: ROST
TL;DR
Board shakeup at Ross Stores: O'Guin out, two new directors in. Compensatory details also filed.
AI Summary
On September 9, 2024, Ross Stores, Inc. filed an 8-K to report the departure of Director Michael A. O'Guin, effective September 6, 2024. The filing also disclosed the election of two new directors, Elizabeth M. Smith and David J. K. Smith, to the Board of Directors, effective September 9, 2024. Additionally, the company announced compensatory arrangements for certain officers.
Why It Matters
Changes in board composition can signal shifts in governance or strategic direction, and the appointment of new directors may bring fresh perspectives to the company's leadership.
Risk Assessment
Risk Level: low — This filing primarily concerns routine board changes and executive compensation disclosures, which typically have a low immediate impact on the company's risk profile.
Key Players & Entities
- Michael A. O'Guin (person) — Departing Director
- Elizabeth M. Smith (person) — Newly Elected Director
- David J. K. Smith (person) — Newly Elected Director
- ROSS STORES, INC. (company) — Registrant
- September 9, 2024 (date) — Filing Date and Effective Date of Director Election
- September 6, 2024 (date) — Effective Date of Director Departure
FAQ
Who has departed from the Ross Stores, Inc. Board of Directors?
Michael A. O'Guin has departed from the Board of Directors, with his departure effective September 6, 2024.
Who are the new directors elected to the Ross Stores, Inc. Board?
Elizabeth M. Smith and David J. K. Smith have been elected as new directors to the Board, effective September 9, 2024.
What is the effective date of the new directors' appointments?
The new directors, Elizabeth M. Smith and David J. K. Smith, were elected effective September 9, 2024.
What other information is disclosed in this 8-K filing?
The filing also discloses compensatory arrangements for certain officers.
What is the filing date of this Form 8-K?
This Form 8-K was filed on September 10, 2024, reporting events as of September 9, 2024.
Filing Stats: 1,214 words · 5 min read · ~4 pages · Grade level 11 · Accepted 2024-09-10 16:31:26
Key Financial Figures
- $1,140,000 — er to receive a salary of not less than $1,140,000 per year and an annual incentive bonus
- $3,500,000 — stock on that day, with a face value of $3,500,000, subject to "cliff" vesting of 2/7 on S
- $960,000 — er to receive a salary of not less than $960,000 per year and an annual incentive bonus
- $3,000,000 — stock on that day, with a face value of $3,000,000, subject to "cliff" vesting of 1/3 on S
Filing Documents
- rost-20240909.htm (8-K) — 30KB
- karen-991.htm (EX-99.1) — 12KB
- form8k41119image1.jpg (GRAPHIC) — 19KB
- 0000745732-24-000047.txt ( ) — 193KB
- rost-20240909.xsd (EX-101.SCH) — 2KB
- rost-20240909_lab.xml (EX-101.LAB) — 21KB
- rost-20240909_pre.xml (EX-101.PRE) — 12KB
- rost-20240909_htm.xml (XML) — 3KB
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 10, 2024, the Company issued a press release regarding the appointment of Ms. Fleming as President and Chief Merchandising Officer, Ross Dress for Less and Ms. Sykes as President and Chief Merchandising Officer, dd's DISCOUNTS. The full text of the Company's press release is attached hereto as Exhibit 99.1. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. 2
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 September 10, 2024 Press Release by Ross Stores, Inc. 104 Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
SIGNATURES
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: September 10, 2024 ROSS STORES, INC. Registrant By: /s/Ken Jew Ken Jew Group Senior Vice President, General Counsel and Corporate Secretary 3