SEC Comment Letter for ROSS STORES, INC. (ROST) (CIK 0000745732) (ROST) — Dec 7, 2007
ROSS STORES, INC. (ROST) (CIK 0000745732)
Date: Dec. 7, 2007 · CIK: 0000745732 · Accession: 0000000000-07-059533
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-14678
Letter
Mail Stop 3561 December 7, 2007 Michael Balmuth, CEO Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, CA 94588-3050
Re: Ross Stores, Inc. Form 10-KSB for Fiscal Year Ended February 3, 2007 Filed April 3, 2007 File No. 000-14678
Dear Mr. Balmuth:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.
Schedule 14A
Compensation Discussion and Analysis, page 28
1. We note your disclosure that, “A significant portion of the total potential compensation of [y]our executive officers … is in the form of annual incentive bonuses … that vary according to the Company’s achievement of pre-established pre-tax profit targets ….” We further note that you have not provided a quantitative discussion of all of the terms of the necessary targets to be achieved for your named executive officers to earn their incentives bonuses. In future filings, please disclose the specific performance targets used to determine
Michael Balmuth, CEO Ross Stores, Inc. December 7, 2007 Page 2 incentive amounts or provide a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b). In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.
2. It appears that you have benchmarked different elements of your compensation against different benchmarking groups. In future filings, please identify the companies that comprise each group if material. Refer to Item 402(b)(2)(xiv) of Regulation S-K. This disclosure shoul d include a discussion of where actual payments fall within targeted parameters. To the extent actual compensation was outside a targeted percentile range, include an explanation of the reasons for this.
Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
Michael Balmuth, CEO Ross Stores, Inc. December 7, 2007 Page 3 by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Susann Reilly at 202-551-3236 if you have any questions.
Sincerely,
John Reynolds
Assistant Director
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Mail Stop 3561 December 7, 2007 Michael Balmuth, CEO Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, CA 94588-3050 Re: Ross Stores, Inc. Form 10-KSB for Fiscal Year Ended February 3, 2007 Filed April 3, 2007 File No. 000-14678 Dear Mr. Balmuth: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter. Schedule 14A Compensation Discussion and Analysis, page 28 1. We note your disclosure that, “A significant portion of the total potential compensation of [y]our executive officers … is in the form of annual incentive bonuses … that vary according to the Company’s achievement of pre-established pre-tax profit targets ….” We further note that you have not provided a quantitative discussion of all of the terms of the necessary targets to be achieved for your named executive officers to earn their incentives bonuses. In future filings, please disclose the specific performance targets used to determine Michael Balmuth, CEO Ross Stores, Inc. December 7, 2007 Page 2 incentive amounts or provide a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b). In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm. 2. It appears that you have benchmarked different elements of your compensation against different benchmarking groups. In future filings, please identify the companies that comprise each group if material. Refer to Item 402(b)(2)(xiv) of Regulation S-K. This disclosure shoul d include a discussion of where actual payments fall within targeted parameters. To the extent actual compensation was outside a targeted percentile range, include an explanation of the reasons for this. Closing Comments As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated Michael Balmuth, CEO Ross Stores, Inc. December 7, 2007 Page 3 by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing. Please contact Susann Reilly at 202-551-3236 if you have any questions. Sincerely, John Reynolds Assistant Director