UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
May 22, 2013 

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)

Delaware 0-14678 94-1390387
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer Identification
incorporation) No.)

4440 Rosewood Drive, Pleasanton, California, 94588-3050
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(925) 965-4400

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))


Item 5.07 Submission of Matters to a Vote of Security Holders.

Ross Stores, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 22, 2013 in Pleasanton, California. The Company’s stockholders considered and voted upon the following four proposals at the Meeting:

Proposal 1 - Election of Directors

The holders of the Company’s common stock elected three Class II and three Class III nominees to serve as directors for a term of one year, expiring at the time of the Annual Meeting of Stockholders in 2014:

Name      For      Against      Abstain      Broker Non-Votes
Michael Balmuth 175,145,831 3,452,015 223,742 14,153,199
                 
K. Gunnar Bjorklund 176,058,038 2,405,297 358,253 14,153,199
                 
Sharon D. Garrett 174,632,844   3,965,884 222,860   14,153,199
                 
Michael J. Bush   174,542,947 4,052,154   226,487 14,153,199
                 
Norman A. Ferber 161,389,215 17,056,503 375,870 14,153,199
                 
Gregory L. Quesnel 176,322,361 2,146,359 352,868 14,153,199

Proposal 2 – Approval of Certain Provisions of the Company’s 2008 Equity Incentive Plan

The holders of the Company’s common stock voted to approve certain provisions of the Company’s 2008 Equity Incentive Plan:

For      Against      Abstain      Broker Non-Votes
174,544,715 3,948,890 327,983   14,153,199

Proposal 3 - Advisory Vote to Approve the Resolution on the Compensation of the Named Executive Officers

The holders of the Company’s common stock voted in an advisory vote to approve the resolution regarding the compensation of the named executive officers:

For      Against      Abstain      Broker Non-Votes
174,906,649   3,096,091 818,848 14,153,199

Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as Independent Certified Public Accounting Firm for the Fiscal Year Ending February 1, 2014

The holders of the Company’s common stock voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February 1, 2014:

For      Against      Abstain       
190,722,830 2,014,466 237,491


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: May 24, 2013

ROSS STORES, INC.
Registrant
 
   
By:   /s/J. Call
John G. Call
  Group Senior Vice President, Chief Financial Officer
and Principal Accounting Officer