ROSS STORES, INC. — Proxy Solicitation & Information Statement 2015

Apr 8, 2015

DEFA14A 1 rossstores_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS vnb_8k.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| Filed by the Registrant
[X] | |
| --- | --- |
| Filed by a Party other than
the Registrant [ ] | |
| Check the appropriate
box: | |
| [ ] | Preliminary Proxy
Statement |
| [ ] | Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy
Statement |
| [X] | Definitive Additional
Materials |
| [
] | Soliciting
Material Pursuant to §240.14a-12 |

| ROSS
STORES, INC. |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |

| Payment of Filing Fee (Check
the appropriate box): — [X] | No fee required. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11. | |
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securities to which transaction applies: |
| | 2) | Aggregate number of securities to
which transaction applies: |
| | 3) | Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
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with preliminary materials. | |
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* Exercise Your Right to Vote * Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 20, 2015.

ROSS STORES, INC.

ROSS STORES, INC. 5130 HACIENDA DRIVE DUBLIN, CA 94568

Meeting Information

| Meeting
Type: | Annual
Meeting |
| --- | --- |
| For
holders as
of: | March 24,
2015 |

Date: May 20, 2015 Time: 1:00 p.m. PDT

Location: Garden Court Hotel 520 Cowper Street Palo Alto, California 94301

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online: Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

| 1) | BY
INTERNET : | www.proxyvote.com |
| --- | --- | --- |
| 2) | BY
TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL* : | sendmaterial@proxyvote.com |

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 6, 2015 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING NOMINEES, AND "FOR" EACH OF PROPOSALS 2, 3, 4, AND 5:

1.
Nominees:
1a)	Michael Balmuth
1b)	K.
Gunnar Bjorklund
1c)	Michael J. Bush
1d)	Norman A. Ferber
1e)	Sharon D. Garrett
1f)	Stephen D. Milligan
1g)	George P. Orban
1h)	Michael O'Sullivan
1i)	Lawrence S. Peiros
1j)	Gregory L. Quesnel
1k)	Barbara Rentler

| 2. | To approve an amendment to the
Company's Certificate of Incorporation to increase the number of
authorized shares of common stock from 600,000,000 to 1,000,000,000
shares. |
| --- | --- |
| 3. | To approve an amendment to the
Company's Employee Stock Purchase Plan ("ESPP") to increase the ESPP's
share reserve by 2,500,000 shares. |
| 4. | Advisory vote to approve the
resolution on the compensation of the named executive officers. |
| 5. | To ratify the appointment of
Deloitte & Touche LLP as the Company's independent registered public
accounting firm for the fiscal year ending January 30, 2016. |
| NOTE: Such other business as may properly come before the
meeting or any adjournment thereof. | |