Ross 2009 Annual Report Download - page 61

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— 59 —
ITEM 9B. OTHER INFORMATION.
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by item 401 of Regulation S-K is incorporated herein by reference to the sections entitled “Executive
Officers of the Registrant” at the end of Part I of this report; and to the sections of the Ross Stores, Inc. Proxy Statement for
the Annual Meeting of Stockholders to be held on Wednesday, May 19, 2010 (the “Proxy Statement”) entitled “Information
Regarding Nominees and Incumbent Directors.” Information required by Item 405 of Regulation S-K is incorporated by reference
to the Proxy Statement under the section titled “Section 16(a) Beneficial Ownership Reporting Compliance.” We have not made
any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors.
Information required by Item 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement under
the section entitled “Information Regarding Nominees and Incumbent Directors” under the caption “Audit Committee.”
Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Company’s Chief Executive
Officer, Chief Merchandising Officer, Chief Development Officer, Chief Operating Officer, Chief Financial Officer, Corporate
Controller, Assistant Controller, Treasurer, Assistant Treasurer, Investor and Media Relations personnel, and other positions that
may be designated by the Company. This Code of Ethics is posted on our corporate website (www.rossstores.com). We intend
to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any future amendments to, or waivers from, our Code
of Ethics for Senior Financial Officers by posting any changed version on the same corporate website.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the
Proxy Statement entitled “Compensation of Directors” and “Executive Compensation” under the captions “Compensation
Discussion and Analysis,” “Summary Compensation Table,” “All Other Compensation,” “Perquisites,” “Discussion of Summary
Compensation,” “Grants of Plan Based Awards During Fiscal Year,” “Outstanding Equity Awards at Fiscal Year-End,”
“Option Exercises and Stock Vested,” “Non-Qualified Deferred Compensation,” and “Potential Payments Upon Termination
or Change In Control.”
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K are incorporated herein by reference to the
sections of the Proxy Statement entitled “Compensation Committee Interlocks and Insider Participation” and
“Compensation Committee Report.”