Ross Stores appoints 2 new independent directors
Ross Stores is refreshing its board as a long-time director retires and two independent directors join effective October 1, 2026.
Rhea-AI Filing Summary
Ross Stores, Inc. (ROST) announced changes to its Board of Directors effective October 1, 2026. Long‑time director Sharon D. Garrett will retire from the Board and its committees after tendering her resignation on September 11, 2026. The Board has appointed Shelley H. Bransten and Christian B. Johnson as independent directors, each with an initial term expiring at the 2027 Annual Meeting of Stockholders.
Both new directors will also serve on the Audit Committee, and the Board’s size will increase to ten members. They will receive cash compensation and restricted stock under Ross Stores’ standard non‑employee director arrangements, and the company will enter into indemnification agreements with each of them, similar to those with existing directors.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Effective date of board changes: October 1, 2026
Board size after appointments: 10 members
Fiscal 2025 revenues: $22.8 billion
+2 more
5 metrics
Effective date of board changes
October 1, 2026
Date when Sharon D. Garrett retires and Shelley H. Bransten and Christian B. Johnson join the Board
Board size after appointments
10 members
Board size increased in connection with appointing two new directors
Fiscal 2025 revenues
$22.8 billion
Ross Stores fiscal 2025 revenues as described in the company overview
Ross Dress for Less store count
1,952 stores
Number of Ross Dress for Less locations in 44 states, D.C., Guam, and Puerto Rico
dd's DISCOUNTS store count
376 stores
Number of dd's DISCOUNTS stores in 23 states
Key Terms
independent directors, Audit Committee, indemnification agreements, Regulation FD Disclosure, +1 more
5 terms
independent directors regulatory
"Both Ms. Bransten and Mr. Johnson are independent directors under the corporate governance"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
Audit Committee regulatory
"Ms. Bransten and Mr. Johnson have also each been appointed to serve on the Board’s Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
indemnification agreements regulatory
"the Company will also enter into indemnification agreements with each of Ms. Bransten and Mr. Johnson"
Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On September 17, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Inline XBRL technical
"its XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board changes did Ross Stores (ROST) announce in this Form 8-K?
Ross Stores announced that Sharon D. Garrett will retire from the Board effective October 1, 2026, and that Shelley H. Bransten and Christian B. Johnson have been appointed as directors, each with an initial term expiring at the 2027 Annual Meeting of Stockholders.
When will Sharon D. Garrett retire from the Ross Stores (ROST) Board?
Sharon D. Garrett will retire from the Ross Stores Board and applicable Board committees effective October 1, 2026, after tendering her resignation on September 11, 2026, following more than two decades of service since joining the Board in 2000.
Are the new Ross Stores (ROST) directors considered independent?
Yes. Ross Stores states that both Shelley H. Bransten and Christian B. Johnson are independent directors under the corporate governance requirements of the Listing Rules of the Nasdaq Stock Market, and each will also serve on the company’s Audit Committee.
How does the Ross Stores (ROST) Board size change with these appointments?
In connection with appointing Shelley H. Bransten and Christian B. Johnson, Ross Stores is increasing the size of its Board to ten members, with both new directors also joining the Board’s Audit Committee effective October 1, 2026.
What compensation will the new Ross Stores (ROST) directors receive?
Shelley H. Bransten and Christian B. Johnson will each receive cash compensation and restricted stock for their Board and Audit Committee service, in line with Ross Stores’ standard fee arrangements approved by the Board’s Compensation Committee.
Did Ross Stores (ROST) issue a press release about the board changes?
Yes. Ross Stores issued a press release on September 17, 2026 announcing Sharon D. Garrett’s retirement and the appointments of Shelley H. Bransten and Christian B. Johnson, furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure).
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): | ||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | |||||||||||||||
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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
(b) Effective on October 1, 2026, Ms. Sharon D. Garrett will retire as a member of the Board of Directors (“Board”) of Ross Stores, Inc. (the “Company”) and applicable Board committees, having tendered her resignation on September 11, 2026.
Appointment of Two Directors
(d) The Company’s Board has appointed Ms. Shelley H. Bransten and Mr. Christian B. Johnson as members of the Board, effective on October 1, 2026, each with an initial term expiring at the Company’s 2027 Annual Meeting of Stockholders. Ms. Bransten and Mr. Johnson have also each been appointed to serve on the Board’s Audit Committee. Both Ms. Bransten and Mr. Johnson are independent directors under the corporate governance requirements of the Listing Rules of the Nasdaq Stock Market. In connection with these appointments, the size of the Company’s Board has been increased to ten members.
Ms. Bransten and Mr. Johnson will each receive cash compensation and will be granted restricted stock for their services on the Board and on the Audit Committee, in accordance with the Company’s standard fee arrangements and as approved by the Board’s Compensation Committee. In connection with their appointments, the Company will also enter into indemnification agreements with each of Ms. Bransten and Mr. Johnson, in substantially the same form as those entered into with the other directors of the Company.
A copy of the press release announcing the retirement of Ms. Garrett as a director and the election of Ms. Bransten and Mr. Johnson to the Board is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On September 17, 2026, the Company issued a press release to announce updates to the Company’s Board, relating to the retirement of Ms. Garrett and the appointment of Ms. Bransten and Mr. Johnson as directors. 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.
| Exhibit No. | Description | ||||||||||
| 99.1 | September 17, 2026 Press Release by Ross Stores, Inc. | ||||||||||
| 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.) | ||||||||||
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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: September 17, 2026
| ROSS STORES, INC. | ||||||||
| Registrant | ||||||||
| By: | /s/Ken Jew | |||||||
| Ken Jew | ||||||||
| Group Senior Vice President, General Counsel and | ||||||||
| Corporate Secretary | ||||||||
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Exhibit 99.1
_____________________________________________________________________FOR IMMEDIATE RELEASE
| Contact: | William W. Sheehan II | Connie Kao | ||||||||||||
| Executive Vice President, | Senior Vice President, Investor Relations | |||||||||||||
| Chief Financial Officer | (925) 965-4668 | |||||||||||||
(925) 965-4150 | connie.kao@ros.com | |||||||||||||
Ross Stores Announces Changes to Board of Directors
Dublin, California, September 17, 2026 -- Ross Stores, Inc. (Nasdaq: ROST) announced the following changes to the composition of its Board of Directors effective October 1, 2026:
•Shelley H. Bransten and Christian B. Johnson have been elected to join the Board.
•Sharon D. Garrett, long-time Board member, has announced her plans to retire from the Board.
Ms. Bransten has over 25 years of experience as a senior technology and consumer industry executive, currently serving as Corporate Vice President, Frontier Industry Advisory, Microsoft Frontier Company. Prior to this, she was Corporate Vice President, Global Industry Solutions from 2023 to 2026. Before joining Microsoft, Ms. Bransten was SVP, Retail and Consumer Goods Industry at Salesforce.com, Inc. from 2014 to 2018 and held several progressively responsible marketing roles at The Gap, Inc. from 1998 to 2014.
Mr. Johnson has more than two decades of experience investing in and growing consumer-facing businesses across the retail, consumer products, restaurant, and consumer services sectors. He has been a Partner at Freeman Spogli since 2016, after joining the firm in 2006 and advancing through positions of increasing responsibility. Before Freeman Spogli, Mr. Johnson held positions at Wachovia Securities, Inc. and Genzyme Corporation, Inc.
Mr. K. Gunnar Bjorklund, Chairman of the Board commented, "On behalf of the Board, I am pleased to welcome Shelley and Chris to Ross. Shelley brings extensive expertise across technology, retail, and consumer-focused businesses. Her leadership in innovation and customer engagement will provide valuable perspective to our Board. Chris has a proven track record of investing in consumer-facing businesses across the retail, distribution, and services sectors. His experience in business strategy and growing consumer businesses will further strengthen our Board."
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Mr. Bjorklund continued, "On behalf of the Board and management team, I want to sincerely thank Sharon for her service and impact over the past two and a half decades. Since joining the Board in 2000, Sharon has provided valuable counsel that has helped guide the Company through a period of significant growth. We are deeply grateful for her many meaningful contributions and lasting impact she has had on the Company. We wish her all the very best in the years ahead."
About Ross Stores, Inc.
Ross Stores, Inc. is an S&P 500, Fortune 500, and Nasdaq 100 (ROST) company headquartered in Dublin, California, with fiscal 2025 revenues of $22.8 billion. Currently, the Company operates Ross Dress for Less® ("Ross"), the largest off-price apparel and home fashion chain in the United States with 1,952 locations in 44 states, the District of Columbia, Guam, and Puerto Rico. Ross offers first-quality, in-season, brand name and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. The Company also operates 376 dd's DISCOUNTS® stores in 23 states that feature a more moderately-priced assortment of first-quality, in-season apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day. Additional information is available at www.rossstores.com.
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