ROSS STORES INC

The accompanying proxy is solicited by the Board of Directors (the “Board”) of Ross Stores, Inc., a Delaware corporation (“we” or the “Company”), for use at the Company’s 2024 Annual Meeting of Stockholders to be held on Wednesday, May 22, 2024 at 1:30 p.m. PDT, or any adjournments or postponements thereof (the “Annual Meeting”), at which stockholders of record at the close of business on March 26, 2024 are entitled to vote. This year’s Annual Meeting will be held virtually. We designed the format of our online Annual Meeting in an effort to provide stockholders who attend the Annual Meeting with equivalent opportunities to participate as they would have at an in-person meeting. You can attend the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ROST2024, where you will be able to listen to the meeting live, vote your shares, and submit questions online.

The date of this Proxy Statement is April 9, 2024, the date on which this Proxy Statement and the accompanying proxy were first sent or given to stockholders.

The purpose of this Proxy Statement is to provide our stockholders with certain information regarding the Company, and its management and their compensation, and to provide summaries of the matters to be voted upon at the Annual Meeting. At the meeting, the stockholders will be asked to: (1) elect 11 directors, to serve for a one-year term; (2) provide an advisory vote to approve the Company’s executive compensation program; (3) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025; (4) vote on a stockholder proposal regarding reporting on material value chain GHG emissions, if properly presented at the Annual Meeting; and (5) transact such other business as may properly come before the Annual Meeting or any adjournments or postponements.

On March 26, 2024, the Record Date for the Annual Meeting, we had 335,307,087 outstanding shares of common stock, par value $0.01, all of which are entitled to vote with respect to all matters to be acted upon at the meeting. Each stockholder is entitled to one vote for each share of stock held. Our Bylaws provide that the presence of a majority of the shares entitled to vote, whether present in person (which would include presence at a virtual meeting) or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. For ten calendar days prior to the day of the Annual Meeting, a complete list of our stockholders of record will be available for viewing by the stockholders for any purpose relevant to the Annual Meeting during regular business hours at our corporate offices located at 5130 Hacienda Drive, Dublin, CA 94568. If you would like to inspect the list, you are encouraged to contact us to schedule an appointment by calling Angelica Griego (or her delegee) at (925) 965-4231.

All valid proxies that are timely received before the Annual Meeting, including proxies granted over the Internet or by telephone and submitted prior to midnight ET the night before the Annual Meeting, will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted FOR each nominee, FOR proposals 2 and 3, and AGAINST proposal 4. In addition, any proxy received confers discretionary authority to vote on any matter that comes before the Annual Meeting and for which we did not have notice prior to sending out this Proxy Statement. Any proxy given pursuant to this solicitation may be revoked by the person giving it, at any time before it is exercised, by filing with our Corporate Secretary an instrument revoking it, by submitting an updated vote online or by phone, or by attending the Annual Meeting virtually and voting online.