Ross 2008 Annual Report Download - page 60

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58
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity compensation plan information. The following table summarizes the equity compensation plans under which the
Company’s common stock may be issued as of January 31, 2009:
(a) (c)
Number of securities (b) Number of securities
to be issued upon Weighted average remaining available for
exercise of exercise price per future issuance
outstanding options share of outstanding (excluding securities
Shares in (000s) and rights options and rights reflected in column (a))
1
Equity compensation plans
approved by security holders 3,5612 $ 26.93 6,913
3
Equity compensation plans
not approved by security holders4 973 $ 19.75 —
Total 4,534 $ 25.39 6,913
1 After approval by stockholders of the 2008 Equity Incentive Plan in May 2008, any shares remaining available for grant in the share reserves of the 2004 Equity Incentive
Plan, 1992 Stock Option Plan, the 2000 Equity Plan, the 1991 Outside Directors Stock Option Plan and the 1988 Restricted Stock Plan were automatically canceled.
2 Represents shares reserved for options granted under the prior 1992 Stock Option Plan, the prior 1991 Outside Directors Stock Option Plan, the 2004 Equity Incentive Plan,
and the 2008 Equity Incentive Plan.
3 Includes 1,073,000 shares reserved for issuance under the Employee Stock Purchase Plan and 5,840,000 shares reserved for issuance under the 2008 Equity Incentive Plan.
4 Represents shares reserved for options granted under the prior 2000 Equity Incentive Plan, which was approved by the Company’s Board of Directors in March 2000.
The information required by Item 403 of Regulation S-K is incorporated herein by reference to the section of the Proxy
Statement entitled “Stock Ownership of Certain Beneficial Owners and Management.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
The information required by Items 404 and 407(a) of Regulation S-K are incorporated herein by reference to the section of the
Proxy Statement entitled ”Information Regarding Nominees and Incumbent Directors” including the captions “Audit Committee,”
“Compensation Committee,” and “Nominating and Corporate Governance Committee” and the section of the Proxy Statement
entitled “Certain Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information concerning principal accountant fees and services will appear in the Proxy Statement in the Ross Stores, Inc.
Board of Directors Audit Committee Report under the caption “Summary of Audit, Audit-Related, Tax and All Other Fees.”
Such information is incorporated herein by reference.