Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Officer.
Effective October 1, 2021, the Board of Directors of Ross Stores, Inc. (the
"Company") has appointed Adam Orvos as Executive Vice President, Chief Financial
Officer, and designated him as principal financial officer and principal
accounting officer. Mr. Orvos will be 57 when he takes office in his new role.
Mr. Orvos joined Ross Stores in January 2021 as Group Senior Vice President,
Supply Chain Administration. Previously he served as Senior Vice President,
Retail Finance and Global Financial Planning & Analysis at Lowe's from 2019 to
2020; Chief Financial Officer and Chief Operating Officer at Neiman Marcus from
2018 to 2019; and Executive Vice President - Retail and then Chief Executive
Officer at Total Wine & More from 2016 to 2017. He also held several senior
management positions at Belk Department Stores from 2006 to 2016, where he
eventually became its Chief Financial Officer. Mr. Orvos began his retail career
in 1987 at The May Department Stores Company, where he spent almost two decades
in various financial roles ultimately rising to Chief Financial Officer at the
Foley's division.
As of the effective date of his promotion, Mr. Orvos has entered into a new
executive employment agreement with the Company that provides for him to serve
an initial term through September 30, 2025, subject to renewal by mutual
agreement. Mr. Orvos is to receive a base salary of $750,000 per year. In
connection with his promotion, he will also receive a Restricted Stock Award
based on the closing price of the Company's common stock on that day, with a
notional value of $4,250,000 (vesting 20% on October 3, 2022, 20% on September
15, 2023, 30% on September 13, 2024, and 30% on September 12, 2025). He will
also receive relocation benefits, including relocation bonus payments totaling
$2,500,000, and a monthly $20,000 housing allowance for 12 months.
The new employment agreement for Mr. Orvos, like his prior agreement with the
Company, also includes provisions regarding an annual cash incentive bonus with
a target based on a percentage of his salary, severance benefits (including in
the event of termination in conjunction with a change of control), reimbursement
of certain estate planning costs, participation in benefit plans, and paid
vacation days, on substantially similar terms to those the Company provides to
its other senior executive officers, as described in the Company's Proxy
Statement filed with the Securities Exchange Commission on April 6, 2021. His
employment agreement also includes provisions regarding non-solicitation of
Company employees and business counterparties for 24 months following
termination, non-disparagement, protection of Company confidential information,
potential recoupment by the Company of performance-based compensation received
if financial results are subsequently restated, and arbitration of disputes.
Item 7.01 Regulation FD Disclosure.
On September 29, 2021, the Company issued a press release regarding the
appointment of Mr. Orvos. 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 29, 2021 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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