ROSS STORES, INC.
For the period ended May 20, 2026. Filed Apr 7, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 7, 2026
Contents
Requested Share Authorization
The 2026 Plan empowers the Compensation Committee to provide incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards, and cash-based awards. Under the 2026 Plan, the initial reserve will be a maximum of 15,809,003 shares of common stock of the Company (“shares”), consisting of the sum of the following:
9,000,000 new additionally requested shares
6,809,003 shares available for grant under the Predecessor Plan as of March 1, 2026, less one share for each share subject to any award granted under the Predecessor Plan between March 1, 2026 and prior to the date of the Annual Meeting, provided that any award granted during this period that is forfeited prior to the date of the Annual Meeting without having been exercised or settled will not effectively reduce the Plan limit.
The share reserve will automatically increase to reflect the number of shares which is equal to any shares subject to awards granted under the Predecessor Plan that are outstanding on the date of the Annual Meeting to the extent that the shares subject to such awards would have recycled back to the Predecessor Plan in connection with the awards’ expiration, termination, cancellation, forfeiture or repurchase of such award, or in satisfaction of payment of tax withholding obligations with respect to awards that are not stock options or stock appreciation rights. However, the number of shares authorized for issuance under the Predecessor Plan that may become available for issuance under the 2026 Plan pursuant to such share recycling provision will not exceed 3,836,412 shares.
The 2026 Plan contains a similar share recycling provision as the Predecessor Plan, such that with respect to grants made under the 2026 Plan the share reserve will increase in connection with such award’s subsequent termination, forfeiture, repurchase and other events as described under the heading “Share Counting” below.
Under the Predecessor Plan, as of March 1, 2026, 0 options were outstanding, a total of 3,836,412 shares remained subject to unvested outstanding awards of restricted stock, restricted stock units, performance-based restricted stock units and performance shares (assuming maximum performance levels for unsettled performance-based restricted stock units), and a total of 6,809,003 shares remained available for grant. The closing price of the Company’s common stock, as reported on the Nasdaq Global Select Market on March 1, 2026, was $205.64 per share.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.