rost-20250213FALSE000074573200007457322025-02-202025-02-20
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of report (date of earliest event reported): |
February 13, 2025 |
ROSS STORES, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
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Delaware | | 0-14678 | | 94-1390387 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
5130 Hacienda Drive, Dublin, California 94568
(Address of principal executive offices)
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common stock, par value $.01 | | ROST | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On February 20, 2025, Ross Stores, Inc. (the “Company”) announced that Adam Orvos plans to retire from his role as Chief Financial Officer and from his employment with the Company, effective on September 30, 2025. The Company also announced that William Sheehan has been appointed as Deputy Chief Financial Officer, effective on February 16, 2025, and is expected to succeed Mr. Orvos as Chief Financial Officer on or about October 1, 2025. Mr. Sheehan, 56, continues to also serve as Group Senior Vice President, Finance, a position he has held since March 2021. Mr. Sheehan previously served as Senior Vice President, Finance since 2017. He joined the Company in 2006.
Item 7.01 Regulation FD Disclosure.
On February 20, 2025, the Company issued a press release regarding Mr. Orvos’ planned retirement, and Mr. Sheehan’s appointment as Deputy Chief Financial Officer and succession plan. The full text of the Company’s press release is attached hereto as Exhibit 99.1.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 99.1 | | |
| 104 | | Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 20, 2025
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| ROSS STORES, INC. |
| Registrant |
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| By: | /s/Ken Jew |
| | Ken Jew |
| | Group Senior Vice President, General Counsel and |
| | Corporate Secretary |