ROSS STORES, INC. (NASDAQ:ROST) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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ROSS STORES, INC. (NASDAQ:ROST) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

(a) On March 8, 2017, the Board of Directors (the Board) of Ross
Stores, Inc. (the Company) approved amendments to the Companys
Amended and Restated Bylaws (the Bylaws). The full text of
the>amendments is attached hereto as Exhibit 3.3. The
amendments take effect immediately.
The principal change to the Bylaws as a result of the amendments
is to implement proxy access. The amendments provide procedures
through which eligible stockholders may have their director
nominations included in the Companys proxy, proxy statement, and
related materials for its annual stockholder meetings. Under the
Companys Bylaws as amended, a stockholder or a group of up to 20
stockholders that has continuously owned for at least three years
3% or more of the Companys common stock, may nominate and cause
to be included in the Companys proxy materials for an annual
meeting of stockholders, up to the greater of two director
candidates or 20% of the total authorized number of directors
then serving on the Board, provided that such stockholder(s) and
nominee(s) also meet the various notice, timeliness, eligibility,
disclosure, and other requirements set forth in the Companys
Bylaws. The amendments to the Bylaws also include other
ministerial, section numbering, clarifying, and conforming
revisions.
The foregoing description of the amendments to the Ross Stores,
Inc. Amended and Restated Bylaws is only a summary, does not
purport to be complete, and is qualified in its entirety by
reference to the text of the amendments to the Bylaws, which is
attached hereto as Exhibit 3.3 and incorporated by reference
herein. The Amended and Restated Bylaws as in effect prior to
these amendments (amended January 23, 2013; corrected August 11,
2016) are attached as Exhibit 3.2 to the Form 10-Q filed by the
Company for its quarter ended July 30, 2016.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
3.3
Amendments adopted March 8, 2017 to the Ross Stores,
Inc. Amended and Restated Bylaws (as amended January
23, 2013; as corrected August 11, 2016).


About ROSS STORES, INC. (NASDAQ:ROST)

Ross Stores, Inc. is an off-price retailer of name brand and designer apparel, accessories, footwear, and home fashions for the entire family. The Company and its subsidiaries operate two brands of off-price retail apparel and home fashion stores: Ross Dress for Less (Ross) and dd’s DISCOUNTS. Ross is an off-price apparel and home fashion chain in the United States, with approximately 1,274 locations in over 34 states, the District of Columbia and Guam. Ross’ target customers are primarily from middle income households. The Company operates approximately 172 dd’s DISCOUNTS stores in over 15 states. Both Ross and dd’s DISCOUNTS brands target value-conscious women and men between the ages of 18 and 54. The Company owns and operates approximately six distribution processing facilities, including three in California, one in Pennsylvania, and two in South Carolina.

ROSS STORES, INC. (NASDAQ:ROST) Recent Trading Information

ROSS STORES, INC. (NASDAQ:ROST) closed its last trading session down -0.06 at 66.65 with 1,867,593 shares trading hands.