Ross Stores Appoints New Directors, One Director Departs

Ticker: ROST · Form: 8-K · Filed: 2024-09-10T00:00:00.000Z

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

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.

From the Filing

0000745732-24-000047.txt : 20240910 0000745732-24-000047.hdr.sgml : 20240910 20240910163126 ACCESSION NUMBER: 0000745732-24-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240909 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20240910 DATE AS OF CHANGE: 20240910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSS STORES, INC. CENTRAL INDEX KEY: 0000745732 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 941390387 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14678 FILM NUMBER: 241290447 BUSINESS ADDRESS: STREET 1: 5130 HACIENDA DRIVE CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9259654400 MAIL ADDRESS: STREET 1: 5130 HACIENDA DRIVE CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: ROSS STORES INC DATE OF NAME CHANGE: 19920703 8-K 1 rost-20240909.htm 8-K rost-20240909 FALSE 0000745732 0000745732 2024-09-09 2024-09-09 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): September 9, 2024 ROSS STORES, INC. (Exact name of registrant as specified in its charter) Delaware 0-14678 94-1390387 (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 5130 Hacienda Drive , Dublin , California 94568 (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common stock, par value $.01 ROST Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 1 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On September 9, 2024, Ross Stores, Inc. (the “Company”) and Karen Fleming agreed on her promotion to the position of President and Chief Merchandising Officer, Ross Dress for Less, and the Company and Karen Sykes agreed on her promotion to the position of President and Chief Merchandising Officer, dd’s DISCOUNTS (where she will replace Ms. Fleming in that role), with an expected start date for each of them in their new positions of December 1, 2024. In their new positions, Ms. Fleming and Ms. Sykes will both continue to report directly to Barbara Rentler, the Company’s Chief Executive Officer. Ms. Fleming, age 57, has most recently been serving as Pres

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