🧾 What This Document Is

This is a DEF 14A, or Definitive Proxy Statement. Think of it as a detailed invitation and information packet for Ross Stores' shareholders. It's sent ahead of the annual meeting to explain what will be voted on and to provide key company information. The main event is the virtual shareholder meeting on May 20, 2026.

🏢 What The Company Does

👉 In simple terms, Ross Stores is a major off-price retailer. They operate as "Ross Dress for Less" and "dd's DISCOUNTS," selling brand-name apparel, home goods, and footwear at discounted prices. Their business model is all about sourcing great deals and passing the savings on to customers.

🗳️ The Big Four Votes

Shareholders are being asked to decide on four main proposals:

Elect 9 Directors: Vote on the board members who oversee the company.
Approve a New Equity Plan: Greenlight the "2026 Equity Incentive Plan" to grant stock awards to attract and retain talent.
"Say on Pay" Advisory Vote: Cast a non-binding vote to approve the executive compensation program.
Ratify the Auditor: Confirm the selection of Deloitte & Touche LLP as the independent accounting firm.

👥 Board & Governance

The board is proposing 9 directors for re-election. Notable changes include:

New Chairman: K. Gunnar Bjorklund became Chairman in February 2026, succeeding Michael Balmuth.
Director Departure: George P. Orban, a long-time director, is not standing for re-election.
CEO: James G. Conroy, who joined in 2024, is in his first full year as CEO after leading Boot Barn.

👉 The board has separated the Chairman and CEO roles for years, which is seen as a governance best practice. The board and its committees (Audit, Compensation, Nominating) are all populated by independent directors.

💰 The 2026 Equity Incentive Plan

This is a major proposal. The company wants shareholder approval for a new plan to issue 9 million new shares for employee awards (like stock options and restricted stock units).

Why they need it: They are running low on shares available under the old 2017 plan. Without this, they argue they can't effectively motivate and retain employees.
Key Protections: The plan includes shareholder-friendly rules: it prohibits option repricing without a vote, requires minimum one-year vesting for most awards, and limits the value of awards to non-employee directors.

💼 Executive Compensation Deep Dive

This section details how top leaders are paid. The philosophy is to tie pay closely to company performance.

CEO Pay: James G. Conroy's total compensation for fiscal 2025 was $11,690,246. The majority of this is performance-based—through annual bonuses and long-term stock awards.
Pay Mix: A very large portion of executive pay is "at-risk," meaning it depends on hitting financial goals (like sales and profit growth) and the company's stock price performing well.
Key Metric: The company emphasizes that its long-term incentive awards are based on 3-year performance, aligning executives with shareholder interests over time.

📊 Financial & Ownership Highlights

Stock Ownership: As of March 1, 2026, the largest shareholders are institutional investors: The Vanguard Group (12.2%) and BlackRock, Inc. (7.0%). Executives and directors as a group own about 2.1%.
Company Size: Ross has about 113,000 employees and 322 million outstanding shares.

⚖️ Big Picture: Strengths & Risks

👍 Strengths & Positives:

Proven Model: The off-price retail sector has been resilient. Ross's business model is focused and successful.
Governance: The board structure and compensation plans have clear shareholder-aligned features (separation of Chair/CEO, performance-based pay, no option repricing).
Transition: The leadership transition from Balmuth/Orban to Conroy/Bjorklund appears orderly.

⚠️ Risks & Considerations:

Economic Sensitivity: As a retailer, Ross is exposed to consumer spending habits, inflation, and supply chain issues.
Approval Needed: If shareholders reject the new equity plan, it could complicate the company's ability to use stock as a compensation tool.
Competition: The off-price space is competitive, with rivals like TJX Companies and Burlington.

🔮 What's Next

The annual meeting on May 20, 2026 will determine the outcomes. Results will be filed with the SEC shortly after. The approved equity plan will govern compensation for the coming years, and the new board will guide the company's strategy.

🧠 The Analogy

Attending a Ross Stores annual meeting (even virtually) is like being a partner in a large, well-run discount store. You're not running the day-to-day, but you get to vote on who the managers are (the board), how they get paid (executive compensation), and whether to give them a budget of company stock to keep their best employees happy (the equity plan). This document is your annual report card and instruction manual for your vote.

🧩 Final Takeaway

This proxy statement is fundamentally about renewing and aligning the company's leadership and incentives for the future. Shareholders are being asked to endorse the new board, approve a refreshed equity plan to retain talent, and ratify the pay-for-performance system, all while the company navigates a retail transition under its new CEO.

Ross Stores Shareholders to Vote on Equity Plan and Board Seats