SEC Comment Letter for ROSS STORES, INC. (ROST) (CIK 0000745732) (ROST) — Jun 9, 2010
ROSS STORES, INC. (ROST) (CIK 0000745732)
Date: June 9, 2010 · CIK: 0000745732 · Accession: 0000000000-10-032280
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 June 9, 2010 Michael Balmuth, Chief Executive Officer Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California 94588-3050 RE: Ross Stores, Inc. Schedule 14A for Annual Meeting May 19, 2010 Filed April 12, 2010 File No. 0-14678
Dear Mr. Balmuth: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing the informati on you provide in response to these comments, we may have additional comments. Schedule 14A for Annual Meeting May 19, 2010
Board Leadership Structure… page 8
1. We note that the company has separated th e roles of chairman and chief executive officer. In future filings, please explain why the company has determined that its leadership structure is appropriate. Refer to Item 407(h) of Regulation S-K in this regard. Please provide us w ith proposed draft disclosure.
Compensation Committee, page 8
2. We note your disclosure in response to Item 402(s) of Regulation S-K. Please describe the process you undertook to reach the conclusion that disclosure is not necessary.
Michael Balmuth Ross Stores, Inc. June 9, 2010 Page 2 Closing Comments
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that th e filing includes the information required under the Securities Exchange Act of 1934 and all applicab le Exchange Act rules. Since the company and its management are in possession of all fact s relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure 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 by the Commission or any person under the federa l securities laws of the United States. Please contact Janice McGuirk, examiner , at (202) 551-3395 or Pam Howell, legal reviewer, at (202) 551-3 357 with any questions.
Sincerely,
John Reynolds,
Assistant Director
cc: via fax (925) 965-4388
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Mail Stop 3561
June 9, 2010
Michael Balmuth, Chief Executive Officer Ross Stores, Inc. 4440 Rosewood Drive Pleasanton, California 94588-3050 RE: Ross Stores, Inc.
Schedule 14A for Annual Meeting May 19, 2010
Filed April 12, 2010 File No. 0-14678
Dear Mr. Balmuth:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response. After reviewing the informati on you provide in response to these comments, we may
have additional comments. Schedule 14A for Annual Meeting May 19, 2010
Board Leadership Structure… page 8
1. We note that the company has separated th e roles of chairman and chief executive
officer. In future filings, please explain why the company has determined that its
leadership structure is appropriate. Refer to Item 407(h) of Regulation S-K in this
regard. Please provide us w ith proposed draft disclosure.
Compensation Committee, page 8
2. We note your disclosure in response to Item 402(s) of Regulation S-K. Please
describe the process you undertook to reach the conclusion that disclosure is not
necessary.
Michael Balmuth
Ross Stores, Inc. June 9, 2010 Page 2 Closing Comments
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filing includes the information required under the
Securities Exchange Act of 1934 and all applicab le Exchange Act rules. Since the company
and its management are in possession of all fact s relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure 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 by
the Commission or any person under the federa l securities laws of the United States.
Please contact Janice McGuirk, examiner , at (202) 551-3395 or Pam Howell, legal
reviewer, at (202) 551-3 357 with any questions.
Sincerely,
John Reynolds,
Assistant Director
cc: via fax (925) 965-4388