May 2, 1994
Dear Stockholder:
You are cordially invited to attend the 1994 Ross Stores'
Annual Meeting of Stockholders which will be held at 10:30
a.m. on Tuesday, June 7, 1994 at the Newark Hilton Hotel,
39900 Balentine Drive, Newark, California. On the outside
back cover of this Proxy you will find a map to help you
locate the meeting site.
Please complete the enclosed proxy card and return it in
the envelope provided for that purpose as soon as possible
so that your shares will be represented and voted at the
meeting.
Thank you for your commitment to Ross Stores and for your
cooperation in returning your proxy without delay.
Sincerely,
ROSS STORES, INC.
Norman A. Ferber
Chairman of the Board
and
Chief Executive Officer
ROSS STORES, INC.
Notice of Annual Meeting of Stockholders
To Be Held June 7, 1994
To the Stockholders:
Please take notice that the Annual Meeting of the
Stockholders of Ross Stores, Inc., a Delaware corporation
(the "company"), will be held on Tuesday, June 7, 1994 at
10:30 a.m. PDT, at the Newark Hilton Hotel, 39900 Balentine
Drive, Newark, California, for the following purposes:
1. To elect two Class II directors for a three-year
term.
2. To ratify the appointment of Deloitte & Touche as
the company's independent certified public
accountants for the fiscal year ending January
28, 1995.
3. To transact such other business as may properly
come before the Annual Meeting or any
adjournments or postponements thereof.
Stockholders of record at the close of business on
April 18, 1994 are entitled to notice of and to vote at the
Annual Meeting and any adjournments or postponements
thereof. For ten days prior to the Annual Meeting, a
complete list of stockholders entitled to vote at the
Annual Meeting will be available for examination by any
stockholder for any purpose related to the Annual Meeting
during ordinary business hours at the principal office of
the company located at 8333 Central Avenue, Newark,
California.
By order of the Board of Directors,
Earl T. Benson, Secretary
Dated: May 2, 1994
IMPORTANT: Please fill in, date, sign and mail
promptly the enclosed Proxy in the post-paid envelope
provided to assure that your shares are represented at
the meeting. If you attend the meeting, you may vote
in person if you wish to do so, even though you have
sent in your Proxy.
TABLE OF CONTENTS
Page
PROXY SOLICITATION 1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 2
INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS 4
COMPENSATION AND OTHER TRANSACTIONS WITH OFFICERS AND DIRECTORS 6
Summary Compensation Table 6
Option Grants in Last Fiscal Year 8
Aggregated Option Exercises and Year-End Value Table 10
Compensation Committee Report 11
Stockholder Return Performance Graphs 14
Compensation of Directors 15
Compensation Committee Interlocks and Insider Participation 15
Employment Contracts, Termination of Employment and
Change-In-Control Arrangements 15
Certain Transactions 16
PROPOSAL 1 - ELECTION OF DIRECTORS 17
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS 17
TRANSACTION OF OTHER BUSINESS 17
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING 18
MAP TO STOCKHOLDERS' MEETING (outside back cover)
PROXY STATEMENT
1994 ANNUAL MEETING OF STOCKHOLDERS
OF
ROSS STORES, INC.
8333 Central Avenue
Newark, California 94560
(510) 505-4400
PROXY SOLICITATION
The accompanying Proxy is solicited by the management of
Ross Stores, Inc., a Delaware corporation (the "company"), for
use at the Annual Meeting of Stockholders to be held on Tuesday,
June 7, 1994, at 10:30 a.m. PDT, or any adjournment thereof, at
which stockholders of record at the close of business on April
18, 1994, shall be entitled to vote. The meeting will be held at
the Newark Hilton Hotel, 39900 Balentine Drive, Newark,
California. The hotel's telephone number is (510) 490-8390. The
cost of solicitation of Proxies will be borne by the company.
Management may use the services of its directors, officers and
others to solicit Proxies, personally or by telephone.
Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation
material to the beneficial owners of the stock held of record by
such persons, and the company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
The date of this Proxy Statement is May 2, 1994, the
approximate date on which the Proxy Statement and form of Proxy
were first sent or given to stockholders. The Annual Report to
Stockholders for the fiscal year ended January 29, 1994,
including financial statements, is enclosed with this Proxy
Statement.
The purpose of this Proxy Statement is to provide the
company's stockholders with certain information regarding the
company and its management and to provide the stockholders with
summaries of the matters to be voted upon at the Annual Meeting
of Stockholders. Besides voting to elect two Class II directors
to serve a three-year term, the stockholders will also be asked
to ratify the appointment of Deloitte & Touche as the company's
independent certified public accountants.
The company had outstanding, on April 18, 1994, 24,915,281
shares of Common Stock, par value $0.01, all of which are
entitled to vote with respect to all matters to be acted upon at
the meeting. Each stockholder is entitled to one vote for each
share of stock held by him or her. For ten days prior to the
Annual Meeting, the company's stockholder list is available for
viewing by the stockholders for any purpose related to the Annual
Meeting during ordinary business hours at the company's principal
place of business located at 8333 Central Avenue, Newark,
California.
Any Proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is exercised by
filing with the Secretary of the company an instrument revoking
it, by presenting at the meeting a duly executed Proxy bearing a
later date or by attending the meeting and voting in person.
<PAGE> begin page 2
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information as of April 1,
1994, except for FMR Corporation as noted in footnote (2),
regarding the ownership of the Common Stock of the company by
(i) all persons who, to the knowledge of the company, were the
beneficial owners of 5% or more of the outstanding shares of
Common Stock of the company, (ii) each director and certain
executive officers of the company, and (iii) all executive
officers and directors of the company as a group. Common Stock
is the only issued and outstanding security of the company.
Name of Beneficial Amount and Nature of Percent of Common
Owner Beneficial Ownership <F1> Stock Outstanding
FMR Corporation 2,561,900<F2> 10.3%
82 Devonshire Street
Boston, MA 02210
Stuart G. Moldaw 970,691<F3> 3.9%
Norman A. Ferber 447,792<F4> 1.8%
Donald G. Fisher 11,000<F5> *
Franklin P. Johnson, Jr. 135,161<F6> *
George P. Orban 187,352<F7> *
Philip Schlein 11,600<F8> *
Donald H. Seiler 142,210<F9> *
Donna L. Weaver 14,000<F10> *
Melvin A. Wilmore 309,685<F11> 1.2%
Michael A. Balmuth 171,251<F12> *
Peter C.M. Hart 109,638<F13> *
James S. Jacobs 98,088<F14> *
All executive officers
and directors as a group
(19 persons including
the above) 3,238,196<F15> 12.4%
_____________________
*Less than 1%
<PAGE> begin page 3
[FN]
<F1> To the knowledge of the company, the persons named in the
table have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned
by them, subject to community property laws where
applicable and the information contained in the footnotes
to this table.
<F2> Information is as of December 31, 1993, pursuant to the
Form 13G filed by FMR Corporation with the SEC, a copy
of which was sent to the company by FMR Corporation.
<F3> Includes 787,112 shares held in the name of The SGM and
PIM Trust dated December 22, 1981, and 168,579 shares
held by the Moldaw Family Foundation. Mr. Moldaw, a
director of the company, is a trustee of the Trust, and
president of the Foundation. Also includes options to
purchase 15,000 shares of the company's Common Stock.
<F4> Includes immediately exercisable options to purchase
195,000 shares of the company's Common Stock. Also
includes 250,000 shares of the company's Common Stock
that were granted under the company's 1988 Restricted
Stock Plan and remain subject to vesting.
<F5> Consists of options to purchase 11,000 shares of the
company's Common Stock.
<F6> Includes 72,241 shares held by Asset Management Partners.
Franklin P. Johnson, Jr., a director of the company, is
the general partner of Asset Management Partners. Also
includes options to purchase 13,000 shares of the
company's Common Stock. Mr. Johnson's term as a director
of the company expires as of the Annual Meeting on June
7, 1994.
<F7> Includes 172,352 shares held in the name of Orban
Partners. Mr. Orban, a director of the company, is a
general partner and managing partner of Orban Partners.
Also includes options to purchase 15,000 shares of the
company's Common Stock.
<F8> Includes options to purchase 10,000 shares of the
company's Common Stock.
<F9> Includes options to purchase 15,000 shares of the
company's Common Stock. Excludes 523,698 shares of
Common Stock held by the 1976 Moldaw Family Trust.
Mr. Seiler, a director of the company, is a co-trustee of
the 1976 Moldaw Family Trust and disclaims beneficial
ownership of the shares held by this trust. Excludes
10,289 shares held by the 1986 Goldman Grandchildren's
Trust. Mr. Seiler is a trustee of the 1986 Goldman
Grandchildren's Trust and disclaims beneficial ownership
of the shares held by this trust.
<F10> Includes options to purchase 11,000 shares of the
company's Common Stock.
<F11> Includes options to purchase 250,000 shares of the
company's Common Stock. Also includes 57,500 shares of
the company's Common Stock that were granted under the
company's 1988 Restricted Stock Plan and remain subject
to vesting.
<F12> Includes options to purchase 104,824 shares of the
company's Common Stock. Also includes 66,000 shares of
the company's Common Stock that were granted under the
company's 1988 Restricted Stock Plan and remain subject
to vesting.
<F13> Includes options to purchase 74,473 shares of the
company's Common Stock. Also includes 28,000 shares of
the company's Common Stock that were granted under the
company's 1988 Restricted Stock Plan and remain subject
to vesting.
<F14> Includes options to purchase 51,058 shares of the
company's Common Stock. Also includes 15,000 shares of
the company's Common Stock that were granted under the
company's 1988 Restricted Stock Plan and remain subject
to vesting.
<F15> Includes 1,197,991 shares subject to outstanding options
held by directors and executive officers which were
exercisable at April 1, 1994. Also includes 547,500
shares of the company's Common Stock granted to executive
officers under the company's Restricted Stock Plan, all
of which remain subject to vesting.
<PAGE> begin page 4
INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS
The Certificate of Incorporation and the Bylaws of the
company provide that the number of members of the Board of
Directors of the company (the "Board") may be fixed from time to
time exclusively by the Board and that the directors shall be
divided into three classes as nearly equal in number as possible.
The term of office of each class of directors is three years, and
the terms of office of the three classes overlap. The Board of
Directors presently consists of nine members. Franklin P.
Johnson, Jr. is not standing for reelection as a Class II
director. Therefore, the Class II directors will have one vacant
seat. The Board of Directors currently intends to fill the seat.
The two Class II directors to be elected at the 1994 Annual
Meeting are being elected to hold office until the 1997 Annual
Meeting and until their successors shall have been elected and
qualified. Proxies cannot be voted for more than the two named
nominees.
The following table indicates the name, age, business
experience, principal occupation, and term of office of each
nominee and of each director of the company whose term of office
as a director will continue after the annual meeting.
Principal Position Director
During Last Five Years Age Since
Nominees for Election as Class II Directors for
Terms Expiring in 1997
Donald G. Fisher Chairman of the Board and Chief 65 1986
Executive Officer of The Gap, Inc.
Director of The Charles Schwab
Corporation and AirTouch
Communications.
Donna L. Weaver President, Weaver, Field & London, 50 1986
Inc., an investor relations and
corporate communications firm.
Director of Hancock Fabrics, Inc.
Incumbent Class I Directors With Terms Expiring in 1996
Stuart G. Moldaw Chairman Emeritus of the company 67 1982
since March 1993. From August 1982
until March 1993, Chairman of the
Board and, from February 1987 until
January 1988, Chief Executive
Officer of the company. Until
February 1990, general partner of
U.S. Venture Partners. Consultant
to the company. Chairman of the
Board of Gymboree Corporation and
Director of Natural Wonders, Inc.
George P. Orban Managing partner of Orban Partners, 48 1982
a private investment company, since
May 1984. From March 1987 until
March 1992, Chairman of the Board,
Office Mart Holdings Corp.
Director of Egghead, Inc.
Donald H. Seiler Founder and senior partner of 65 1982
Seiler and Company, Certified
Public Accountants. Mr. Seiler is
a Certified Public Accountant.
<PAGE> begin page 5
Principal Position Director
During Last Five Years Age Since
Incumbent Class III Directors With Terms Expiring in 1995
Philip Schlein General partner of U.S. Venture 59 1987
Partners and USVP-Schlein
Marketing Fund since April 1985.
From January 1974 to January 1985,
Mr. Schlein was Chief Executive
Officer of Macy's California.
Director of ReSound Corp.
Norman A. Ferber Chairman of the Board and Chief 45 1987
Executive Officer of the company
since March 1993; President and
Chief Executive Officer from
January 1988 to March 1993;
President and Chief Operating
Officer from February 1987 to
January 1988. Prior to February
1987, Mr. Ferber was Executive
Vice President, Merchandising,
Marketing, and Distribution of the
company.
Melvin A. Wilmore President and Chief Operating Officer 48 1993
of the company since March 1993;
from December 1991 to March 1993,
Executive Vice President and Chief
Operating Officer. From October 1989
to December 1991, President and Chief
Operating Officer of Live Specialty
Retail, a division of LIVE
Entertainment, Inc. From March 1988
to June 1989, President and General
Partner of Albert's Hosiery and
Bodywear.
The company has an Audit Committee, a Compensation Committee
and a Nominating Committee. During fiscal 1993, Messrs. Seiler
and Johnson and Ms. Weaver served as members of the Audit
Committee, which held two meetings. The functions of the Audit
Committee include recommending the independent accountants to the
Board of Directors, subject to stockholder approval; reviewing
and approving the planned scope of the annual audit, proposed fee
arrangements and the results of the annual audit; reviewing the
adequacy of accounting and financial controls; and reviewing the
independence of the independent accountants.
During fiscal 1993, Messrs. Fisher, Orban and Schlein served
as members of the Compensation Committee, which held one meeting.
The Compensation Committee is responsible for establishing and
administering the policies that govern the compensation of all
executive officers of the company, including the Chief Executive
Officer. The Committee evaluates the performance of the
executive officers and makes recommendations concerning their
compensation levels. All decisions by the Compensation Committee
relating to the compensation of the company's executive officers
are reviewed and approved by the full Board of Directors.
During fiscal 1993, Messrs. Fisher, Johnson, Orban, Schlein
and Seiler and Ms. Weaver served as members of the Nominating
Committee. The Nominating Committee is primarily responsible for
evaluating the qualifications of and making recommendations
concerning potential new director nominees to the company's Board
of Directors. Stockholders who wish to submit names of
prospective nominees for consideration by the Nominating
Committee should do so in writing to the office of the Secretary
of the company in accordance with the Bylaws of the company. The
last day for submissions for next year's meeting will be January
3, 1995. Since there were no vacancies on the company's Board of
Directors in fiscal 1993, the Nominating Committee did not meet
during the year.
During fiscal 1993, the Board of Directors held five
meetings. Each member of the Board of Directors attended at
least 75% of the total number of Board and applicable Committee
meetings held during the year except for Mr. Fisher and Mr.
Moldaw who attended 60% of the Board of Directors meetings and
Mr. Johnson who attended 60% of the Board of Directors meetings
and 50% of the Audit Committee meetings.
Information concerning the executive officers of the company
is set forth in the company's annual report on Form 10-K for the
fiscal year ended January 29, 1994.
<PAGE> begin page 6
COMPENSATION AND OTHER TRANSACTIONS
WITH OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table provides certain summary information
concerning compensation paid or accrued by the company to or on
behalf of the company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the
company for the 1993, 1992 and 1991 fiscal years.
<TABLE>
Long-Term Compensation
Annual Compensation Awards
<CAPTION>
Other Restricted Securities All Other
Annual Stock Under- Compen-
Salary Bonus Compensation Awards lying sation
Name and ($) ($) ($) ($) Options ($)
Principal Position Year <F1> <F2> <F3> <F4> (#) <F5>
<S> <C> <C> <C> <C> <C> <C> <C>
Norman A. Ferber 1993 $497,917 $0 $5,071 $0 15,000 $7,138
Chairman of the Board & 1992 $471,250 $294,738 $608 $0 30,000 $6,978
Chief Executive Officer 1991 $448,750 $450,000 n/a $1,725,000 95,588 n/a
Melvin A. Wilmore 1993 $407,083 $0 $19,358 $197,500 25,000 $29,559
President & 1992 $375,000 $186,150 $18,067 $0 0 $52,966
Chief Operating Officer 1991 $32,400 $50,000 n/a $781,250 200,000 n/a
Michael Balmuth 1993 $332,083 $0 $25,479 $138,250 12,000 $34,867
Executive Vice President, 1992 $292,000 $80,541 $3,786 $621,300 20,000 $8,587
Merchandising 1991 $282,163 $121,000 n/a $241,500 113,824 n/a
Peter C.M. Hart 1993 $246,000 $0 $2,844 $98,750 10,000 $7,105
Senior Vice President, 1992 $232,417 $64,161 $935 $95,000 15,000 $6,893
Management Information 1991 $218,333 $96,800 n/a $86,250 65,000 n/a
Systems and Distribution
James S. Jacobs 1993 $246,000 $0 $1,885 $98,750 12,000 $7,105
Senior Vice President, 1992 $232,417 $64,160 $2,289 $209,000 15,000 $6,893
Store Operations 1991 $219,000 $96,800 n/a $51,750 57,058 n/a
<FN>
<F1> Includes all payments of salary and deferred compensation
consisting of employee contributions to the company's Profit
Sharing Plan described in footnote 5 below.
<F2> Includes all payments made to those executive officers
listed in the above Table under the company's Incentive
Compensation Plan as described in the Compensation Committee
Report below.
<F3> Pursuant to the Securities and Exchange Commission
Transition Rules, this column does not include information
for fiscal years ended before December 1992.
<PAGE> begin page 7
<F4> Under the terms of his Restricted Stock Grant Agreement,
dated December 20, 1991, Mr. Wilmore was granted 50,000
shares of common stock, that vest as follows: 12,500 shares
on December 31, 1993, and 12,500 shares on each one-year
anniversary thereafter, with all shares vested at December
31, 1996. Under the terms of his Restricted Stock Grant
Agreement, dated March 18, 1991, Mr. Balmuth was granted
28,000 shares of common stock, that vest as follows: 7,000
shares on March 18, 1993 and 7,000 shares on each one-year
anniversary thereafter, with all shares vested at March 18,
1996. Under the terms of his Restricted Stock Grant
Agreement, dated March 16, 1992, Mr. Balmuth was granted
32,700 shares of common stock that vest as follows: 12,700
shares on March 17, 1992 and 20,000 shares on March 16,
1996. Under the terms of his Restricted Stock Grant
Agreement, dated March 16, 1992, Mr. Jacobs was granted
11,000 shares of common stock, that vest as follows: 6,000
shares on March 17, 1992 and 5,000 shares on March 16, 1995.
At January 29, 1994, unvested shares of restricted stock
were held by Mr. Ferber in the amount of 200,000 shares with
a market value of $2,650,000; by Mr. Wilmore in the amount
of 47,500 shares, with a market value of $629,375; by Mr.
Balmuth in the amount of 48,000 shares with a market value
of $636,000; by Mr. Hart in the amount of 30,000 shares,
with a market value of $397,500; and by Mr. Jacobs in the
amount of 16,000 shares with a market value of $212,000.
The company did not pay any dividends during 1993. However,
on January 27, 1994, the company's Board of Directors
declared an initial quarterly dividend on all outstanding
common stock on March 11, 1994. Dividends are payable to
all holders of restricted stock at the same rate as paid to
all stockholders.
<F5> The amount listed for 1993 and 1992 for Mssrs. Ferber, Hart,
and Jacobs consists of company contributions made for the
account of executive officers under the Ross Stores
Employees' Profit Sharing Retirement Plan, a qualified plan
under Sections 40l(a) and 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"). The plan provides
that eligible employees generally may contribute by
authorizing a pre-tax payroll deduction of a minimum of 1%
and a maximum of 15% of their yearly compensation. For
every dollar that an eligible employee contributes through
payroll withholding, up to a maximum of 3% of compensation,
the company also contributes $1.00. The amount listed for
Mr. Wilmore (i) in 1993 consists of $22,396 for
reimbursement of moving expenses and $7,163 for company
contributions under the Employee's Profit Sharing Retirement
Plan and; (ii) in 1992 consists of $52,028 for reimbursement
of moving expenses and $938 for company contributions under
the Employee's Profit Sharing Retirement Plan. The amount
listed for Mr. Balmuth (i) in 1993 consists of $25,617 for
reimbursement of moving expenses and $9,250 for company
contributions under the Employee's Profit Sharing Retirement
Plan; and (ii) in 1992 consists of company contribution
under the Employee's Profit Sharing Plan. Pursuant to the
Securities and Exchange Commission Transition Rules, this
column does not include information for fiscal years ended
before December 1992.
</TABLE>
<PAGE> begin page 8
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of
stock options under the company's 1992 Stock Option Plan and the
predecessor plan during fiscal 1993. There are no provisions
under the terms of this Plan for the granting of Stock
Appreciation Rights (SARs).
<TABLE>
<CAPTION>
Individual Grants
Number of % of Total
Securities Options Potential Realizable
Underlying Granted to Exercise Value at Assumed Annual
Options Employees or Base Rates of Stock Price Appreciation
Granted in Fiscal Price Expiration for Option Term<F4>
Name and (#) Year ($/Sh) Date
Principal Position <F1> <F2> <F1> <F3> 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Norman A. Ferber 15,000 2.6% $19.75 03/12/03 $0 $186,638 $471,038
Chairman of the Board &
Chief Executive Officer
Melvin A. Wilmore 25,000 4.3% $19.75 03/12/03 $0 $311,063 $785,063
President &
Chief Operating Officer
Michael Balmuth 12,000 2.1% $19.75 03/12/03 $0 $149,310 $376,830
Executive Vice President,
Merchandising
Peter C.M. Hart 10,000 1.7% $19.75 03/12/03 $0 $124,425 $314,025
Senior Vice President,
Management Information
Systems and Distribution
James S. Jacobs 12,000 2.1% $19.75 03/12/03 $0 $149,310 $376,830
Senior Vice President,
Store Operations
All Stockholders N/A N/A N/A N/A $0 $310,696,048 $784,137,644
Named executive officers' gain N/A N/A N/A N/A $0 0.3% 0.3%
as a percent of all stockholders'
gain
<PAGE> begin page 9
<FN>
<F1> All shares listed in the above table were granted on March
12, 1993, with an exercise price equal to the fair market
value as determined by the closing price on the date of
grant. The stock option grants made in 1993 to those
executive officers listed above vest monthly in increments
that increase annually over a three year period from the
date of grant. The Board of Directors has the ability to
change the terms of outstanding options. See "Employment
Contracts, Termination of Employment and Change-In-Control
Arrangements".
<F2> A total of 583,750 shares were granted in the form of non-
qualified stock options during 1993 to all participants of
the 1992 Stock Option Plan and its predecessor.
<F3> All non-qualified stock option grants made under the 1992
Stock Option Plan and its predecessor are generally made for
a term of ten years from the date of grant.
<F4> The dollar amounts under these columns are the result of
calculations at 0% and at the 5% and 10% rates set forth by
the Securities and Exchange Commission and, therefore, are
not intended to forecast possible future appreciation, if
any, of the Registrant's stock price. The company did not
use an alternative formula for a grant date valuation, as
the company is not aware of any formula which will determine
with reasonable accuracy a present value based on future
unknown or volatile factors. No gain to the optionees is
possible without an increase in stock price, which will
benefit all stockholders commensurably. A zero percent gain
in stock price will result in zero dollars for the optionee.
Appreciation in stockholder value is based on the same rates
of appreciation as shown for those options granted to
executive officers and assumes each outstanding share at
April 3, 1993, was valued at $19.25, the closing price of
Ross Stores, Inc.'s Common Stock on April 2, 1993, the last
trading day of the month.
</TABLE>
<PAGE> begin page 10
AGGREGATED OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table provides information with respect to the
named executive officers concerning the exercise of stock options
during the last fiscal year and unexercised options held as of
the end of last fiscal year.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options at In-the-Money
Fiscal Year-End Options at
(#) Fiscal Year-End
Name and Shares Acquired Value Realized ($) Exercisable/ ($)
Principal Position on Exercise (#) <F1> Unexercisable <F2> Exercisable/
Unexercisable <F3>
<S> <C> <C> <C> <C>
Norman A. Ferber 0 $0 78,588/0 $172,139/0
Chairman of the Board &
Chief Executive Officer
Melvin A. Wilmore 0 $0 225,000/0 $0/0
President &
Chief Operating Officer
Michael Balmuth 5,000 $67,500 64,824/0 $168,223/0
Executive Vice President,
Merchandising
Peter C.M. Hart 5,500 $73,813 64,473/0 $142,400/0
Senior Vice President,
Management Information
Systems and Distribution
James S. Jacobs 10,000 $117,886 39,058/0 $61,797/0
Senior Vice President,
Store Operations
<FN>
<F1> The value realized on exercise of the stock option is the
difference between the exercise price of the shares
exercised and the fair market value of the shares on the
date of exercise.
<F2> All options granted under the terms of the company's 1992
Stock Option Plan and its predecessor are exercisable in
full as of the date of grant, but any shares acquired are
subject to certain vesting restrictions. Under the terms of
the stock option agreements, the company has the right to
repurchase all unvested shares at the optionee's cost. A
portion of the exercisable shares shown in the Table above
are unvested and subject to the right of repurchase by the
company.
<F3> The value of unexercised in-the-money options at the end of
the fiscal year is calculated by multiplying the number of
exercisable in-the-money shares by the difference between
the closing price ($13.25) of Ross Stores Common Stock on
January 28, 1994 (the last trading date of the fiscal year)
and the exercise price per share of the shares. A portion
of the shares subject to these options are unvested and
subject to repurchase provisions as described in footnote
(2) above.
</TABLE>
<PAGE> begin page 11
BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors, which
consists of three independent outside directors, establishes and
administers the policies that govern the compensation of all
executive officers of the company. The Committee considers the
performance of the executive officers and makes recommendations
concerning their compensation levels. All decisions by the
Compensation Committee relating to the compensation of the
company's executive officers are reviewed and approved by the
full Board of Directors. The Board of Directors did not revise
or make any material modifications to the Compensation
Committee's recommendations concerning executive officer
compensation during the last fiscal year.
Compensation Philosophy
The company's executive compensation philosophy is to
integrate executive pay with the strategic objectives of the
company, recognize individual initiative and achievements, and
assist the company in attracting, motivating and retaining a
group of high-performing executives. The company's compensation
policies also aim to align the financial interests of the
company's management with those of its stockholders.
Compensation for the company's executive officers, including
those individuals named in the foregoing Tables, consists of the
following elements: base salary, annual incentive bonus,
restricted stock granted under the 1988 Restricted Stock Plan,
stock options granted under the 1992 Stock Option Plan and its
predecessor, and other benefits typically offered to corporate
executives. A significant portion of each executive officer's
total compensation consists of components whose value may vary
from year to year depending upon the company's achievement of its
strategic objectives.
Section 162(m) of the Internal Revenue Code of 1986
In 1993, changes were made to the federal corporate income
tax law that limit the ability of public companies to deduct
compensation in excess of $1 million paid annually to the five
most highly compensated executive officers. There are exemptions
from this limit -- including compensation based on the attainment
of performance goals established by the Compensation Committee
and approved by the company's stockholders. It is the
Compensation Committee's policy to seek to qualify executive
compensation for deductibility to the extent consistent with the
company's overall objectives in attracting, motivating and
retaining its executives. The Compensation Committee has
reviewed the company's executive compensation structure in light
of the new tax law. The Committee believes that grants under its
1992 Stock Option Plan qualify as performance-based and,
therefore, will be fully deductible when an option is exercised.
Grants under the company's 1988 Restricted Stock Plan do not
qualify as performance-based compensation and, therefore, may not
be fully deductible to the extent the vesting of restricted
stock, when added to other non-exempt compensation for a
particular executive, exceeds the limit in any tax year.
However, the Compensation Committee believes that only
compensation paid to the company's Chairman and Chief Executive
Officer or President and Chief Operating Officer are at risk of
not being fully deductible because of the size of their
restricted stock awards. The Committee has concluded that
amending the Restricted Stock Plan to comply with the
requirements for performance-based compensation under Section
162(m) would weaken the company's efforts to recruit and retain
key executives over the long term. The Committee believes that
other non-exempt components of the company's executive
compensation, including bonuses under the Incentive Compensation
Plan, when added together for any executive, are unlikely to
materially exceed $1,000,000 in any tax year. The Committee will
continue to evaluate the advisability of qualifying the
deductibility of the company's executive compensation.
Executive Officers' 1993 Compensation
Salary: Base salaries for executive officers are initially
determined by competitive requirements to recruit the executive.
Salaries are then reviewed annually with recommended adjustments
made based upon the individual performance of each executive
officer and his or her relative contribution in achieving the
company's strategic goals. During 1993, the average merit
increase in base salaries for all executive officers as a group
was 5%.
<PAGE> begin page 12
Annual Incentive Bonus: The company's Incentive
Compensation Plan was adopted by the Board of Directors effective
May 1987 and is designed to allow management to share in the
company's earnings based on the company's attainment of varying
levels of pre-tax earnings. At the commencement of each fiscal
year, the Compensation Committee and the Board of Directors
determine the incentive payouts at varying levels of pre-tax
earnings for the company, and the percentage of year-end base
salary payable in the form of bonuses to participants based upon
the level of pre-tax earnings subsequently achieved by the
company for the fiscal year. At fiscal year-end, participants
are paid incentive awards based on this previously determined
formula.
Based on the targeted pre-tax earnings goal set for 1993,
the Plan provided for awards to executive officers that ranged
from 28% to 65% of base salary, depending on the position of the
executive officer. However, potential awards established for
executive officers in 1993 ranged from 0% to 100% of base salary,
depending on the level of actual pre-tax earnings achieved
relative to the targeted pre-tax earnings goal as well as the
position of the executive officer. Actual awards to participants
over the last three fiscal years have varied significantly based
on the actual level of pre-tax earnings achieved each year
relative to the targeted goal, and have ranged from 0% to 100% of
executive officers' base salaries. During fiscal 1993, the
company did not meet its targeted goal for pre-tax earnings.
Therefore, no payments were made to any of the named executive
officers under the Incentive Compensation Plan.
Stock Award Programs: The company's stock award programs
consist of the 1988 Restricted Stock Plan and the 1992 Stock
Option Plan. A majority of the members of the Board are not
employees of the company and are not eligible to receive awards
under either the 1988 Restricted Stock Plan or the 1992 Stock
Option Plan. The 1992 Stock Option Plan was established with two
important objectives: (1) to recruit, motivate and retain a high-
performing group of senior and middle managers, and (2) to align
the financial interests of the company's stockholders and the
executive officers by providing incentives that focus management
attention on the successful long-term strategic management of the
business and appreciation in stockholder value. The 1988
Restricted Stock Plan also shares these same objectives; however,
the Restricted Stock Plan's primary purpose is to provide an
adequate incentive to both recruit and retain key executives over
the longer term.
The Compensation Committee makes recommendations to the
Board of Directors concerning the granting of awards to executive
officers from both the 1988 Restricted Stock Plan and the 1992
Stock Option Plan. The levels of stock awards granted to
executive officers under the 1992 Stock Option Plan are based on
the following factors: the executive officer's position, past and
expected future contributions to the achievement of the company's
strategic objectives, existing stock ownership position and the
level of previous stock awards. Each member of the Committee
individually weighs the above factors and then the Committee
reaches a consensus as to what the awards should be. The levels
of stock awards granted to executive officers under the 1988
Restricted Stock Plan are determined primarily by the retentive
value of the grant necessary to retain key executives over the
long term as well as protect the company against outside offers
of employment to key individuals. The officers must satisfy
vesting requirements to obtain the stock. In addition, when
making grants of restricted stock awards, the Committee also
considers the same factors listed above for stock option awards.
All stock option awards are granted with an exercise price
based on the fair market value of the company's common stock on
the date of grant. These awards provide value to the executive
officers only when and to the extent that the fair market value
of the company's common stock appreciates over the fair market
value on the date of grant. All awards made in fiscal 1993 to
executive officers under the 1992 Stock Option Plan have a term
of ten years and provide for monthly vesting in increments that
increase annually over a three year period. Unless otherwise
specified in the stock option agreement, all options are
immediately exercisable, subject to the company's right to
repurchase unvested shares at the optionee's cost.
Chief Executive Officer's 1993 Compensation
The annual compensation for the company's Chief Executive
Officer has a majority of his total potential compensation in the
form of annual incentive bonuses and stock plan awards that may
vary according to the company's achievement of its strategic
objectives. Mr. Ferber's 1993 incentive bonus and stock award
compensation were earned under the same plans made available to
the executive officers, as noted above.
<PAGE> begin page 13
Mr. Ferber's base salary is established by the terms of his
employment agreement with the company. The agreement, originally
entered into on March 16, 1989, was amended as of April 23, 1992
and now extends through February 1, 1995, unless earlier extended
or renegotiated by the parties. It currently provides for an
annual salary of not less than $475,000. Mr. Ferber's 1993
annual base salary of $500,000 represented an increase of 5.3%
over his 1992 base salary.
The annual incentive bonus portion of Mr. Ferber's
compensation is based on the company's achievement of targeted
pre-tax earnings, as established by the Compensation Committee
and the Board of Directors. During 1993, the company did not
meet its targeted goal for pre-tax earnings, and Mr. Ferber did
not receive an annual bonus.
Mr. Ferber's stock award compensation is based on aligning
potential realizable gains from stock awards with the long-term
financial interests of the company's stockholders in addition to
those motivational and retentive factors deemed necessary and
appropriate by the Committee. Mr. Ferber received no restricted
stock awards during 1993. Mr. Ferber received options under the
1992 Stock Option Plan potentially exercisable for 15,000 shares
of common stock during 1993, with an exercise price of $19.75,
the closing price on the date of grant. These shares vest
monthly in progressively increasing annual increments over a
period of three years. The size of the stock option grant made
to Mr. Ferber was based on his position with the company, his
past and expected future contributions to the achievement of the
company's strategic objectives, his existing stock ownership
position and the level of previous stock option grants.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS:
Donald G. Fisher, Chairman George P. Orban Philip Schlein
<PAGE> begin page 14
STOCKHOLDER RETURN PERFORMANCE GRAPHS
Set forth below is a line graph comparing the cumulative
total stockholder returns for the company's common stock over the
last five years with the Standard & Poors 500 Index and the
Standard & Poors Retail Composite Index. The comparison graph
assumes that the value of the investment in Ross Stores Common
Stock and the comparative indices was $100 on January 31, 1989
and measures the performance of this investment as of the last
trading day in the month of January for each of the following
five years. These measurement dates are based on the historical
month-end data available and may vary slightly from the company's
actual fiscal year end date for each period. Data with respect
to returns for the Standard & Poors indices is not readily
available for periods shorter than one month. The total return
assumes the reinvestment of dividends. The Company has not paid
any dividends during the periods covered by the graph. The graph
is an historical representation of past performance only and is
not necessarily indicative of future returns to stockholders.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG ROSS STORES, INC., S&P 500 AND S&P RETAIL COMPOSITE INDEX
1989 1990 1991 1992 1993 1994
ROSS STORES $100 $107 $ 56 $191 $197 $118
S&P 500 $100 $114 $124 $152 $168 $190
S&P RETAIL COMPOSITE $100 $115 $135 $188 $225 $217
<PAGE> begin page 15
Compensation of Directors
During the fiscal year ended January 29, 1994, directors who
were not employees of the company received an annual retainer fee
of $17,000, plus up to $10,000 in total annual fees for
attendance at Board meetings and $500 for attendance at each
meeting of a committee of the Board. For the fiscal year ending
January 28, 1995, directors who are not employees of the company
will receive an annual retainer of $23,000, plus $1,000 for
attendance at each Board Meeting and $500 for attendance at each
meeting of a committee of the Board. For both fiscal 1994 and
1993, if more than one committee meeting is held on the same day,
each committee member receives payment for only one committee
meeting. Travel expenses are reimbursed.
In addition to compensation received as a board member, Stuart G.
Moldaw, Chairman Emeritus, receives an annual fee of $80,000 for
his services as consultant to the company, and he also receives
administrative support. The company pays the annual premium of
approximately $128,000 on a split-dollar life insurance policy,
face value $4 million, held by Mr. Moldaw. In the most recent
fiscal year, $59,830 of the premium was reported as taxable
compensation to Mr. Moldaw and $68,730 of the premium was added
to the amount refundable to the company upon death or
cancellation of the policy.
Compensation Committee Interlocks and Insider Participation
Mr. Fisher, Mr. Orban and Mr. Schlein served on the
Compensation Committee of the Board of Directors for the past
fiscal year.
Employment Contracts, Termination of Employment and Change-In-
Control Arrangements
An employment agreement with Norman A. Ferber, Chairman of
the Board and Chief Executive Officer of the company was
originally entered into on March 16, 1989 and now extends through
February 1, 1995, unless earlier extended or renegotiated by the
parties. It provides for an annual salary of not less than
$475,000 and that upon notice from Mr. Ferber, at specified
times, the Board will consider successive two-year extensions to
the terms of the agreement. In the event Mr. Ferber's employment
terminates either by the company without cause or due to his
resignation for good reason (defined, among other things, to
include a change-in-control unless the successor entity assumes
the company's obligations under agreement), Mr. Ferber would be
entitled to continued payment of his then current salary,
including an annual bonus through the remaining term of his
employment agreement; all restricted stock and stock options held
by Mr. Ferber would become fully vested (except as described
below); and he would be reimbursed for any excise taxes paid
pursuant to Internal Revenue Code Section 4999.
Under the terms of Mr. Ferber's restricted stock grant
agreement for 150,000 shares, in the event his employment
involuntarily terminates for any reason, with or without cause,
he would be entitled to those restricted stock shares which are
vested as of the date of his termination based upon vesting in
equal monthly installments over a four year period ending
February 1, 1995. Under the terms of Mr. Ferber's restricted
stock grant agreement for 100,000 shares, in the event (i) his
employment involuntarily terminates due to his death or
disability; (ii) the company terminates his employment without
cause and, in certain instances, for cause; or (iii) he resigns
for good reason, Mr. Ferber would be entitled to those restricted
stock shares which are vested as of the date of his termination
based upon vesting in equal monthly installments over a three
year period ending February 3, 1997.
Effective March 15, 1994, the company entered into a new
employment agreement with Melvin A. Wilmore, President and Chief
Operating Officer of the company. This agreement supersedes Mr.
Wilmore's previous contract which was effective as of December
31, 1991. The new agreement provides for an annual salary of not
less than $425,000 through February 3, 1997, and provides that
upon notice from Mr. Wilmore at specified times, the Board will
consider successive two-year extensions to his agreement. In the
event (i) Mr. Wilmore's employment involuntarily terminates due
to his death or disability; (ii) the company terminates his
employment without cause and, in certain instances, for cause; or
(iii) he resigns for good reason, Mr. Wilmore would be entitled
to continued payment of his then current salary, including an
annual bonus, through the remaining term of the employment
agreement; all stock options held by Mr. Wilmore would become
fully vested and he would be entitled to those restricted stock
shares which are vested as of the date of his termination based
upon vesting in equal monthly installments over a three-year
period beginning March 15, 1994. Additionally, he would be
reimbursed for any excise taxes paid pursuant to Internal Revenue
Code Section 4999. In the event there is a change-in control,
all restricted stock and stock options held by Mr. Wilmore would
become fully vested.
<PAGE> begin page 16
Under the company's 1988 Restricted Stock Plan and 1992
Stock Option Plan, each employee, including executive officers,
is entitled only to those shares vested as of the date of
termination. However, the company's Board of Directors generally
has the discretion to accelerate vesting or change other terms of
an outstanding grant. In the event of certain acquisition
transactions, which result in a change-in-control of the company,
any unvested shares of restricted stock automatically become
vested shares and the company's Board of Directors must either
accelerate vesting of all outstanding stock options or arrange
for the options to become assumed by the new owners.
Certain Transactions
In June 1989, the company extended a loan of $100,000 at an
annual interest rate of 8% to James S. Jacobs, Senior Vice
President, Operations, secured by a deed of trust on his home.
The loan was paid in full on the due date, June 26, 1993. In
December 1991, the company extended a loan of $180,000 to Peter
C.M. Hart, Senior Vice President, secured by a deed of trust on
his home, in three installments, at an average annual interest
rate of 5.29%. The loan was paid in full on June 15, 1993, prior
to its due date of December 1, 1993. In June 1992, the company
extended a loan of $100,000 at an annual interest rate of 5% to
Melvin A. Wilmore, President and Chief Operating Officer, secured
by a certificate of deposit. The loan was due on June 4, 1995;
however, all outstanding principal and interest was paid in full
on February 5, 1993. On February 5, 1993, the company made a
relocation loan of $300,000 to Mr. Wilmore at an annual interest
rate of 0%. The loan, which is secured by a deed of trust on his
home, is due on February 5, 1996. The amount outstanding on
March 31, 1994 was $300,000.
The company leases three stores from entities affiliated
with Stuart G. Moldaw, a current director. The stores are (i) in
Roseville, California, from a partnership in which trusts
established by a former director of the company and Stuart G.
Moldaw are partners. Donald H. Seiler, also a director, is a
trustee of these trusts. In fiscal 1993, the company paid
$216,000 in rent. Mr. Moldaw's and his trusts' interests in the
partnership total 14.2%; (ii) in Dublin, California from a
partnership in which Mr. Moldaw and members of his family are
limited partners. In fiscal 1993, the company paid $241,032 in
rent. Mr. Moldaw's and his family's interests in the partnership
total 50%; and (iii) in East San Jose, California from a limited
partnership in which Mr. Moldaw, trusts established by Mr. Moldaw
and members of his family are affiliated. In fiscal 1993, the
company paid $213,328 in rent. Mr. Moldaw's, his trusts' and his
family members' interests in the partnership total 6.2%. The
company believes that the general terms and conditions of the
above leases, including the rental payments by the company, were
made at prevailing market rates.
<PAGE> begin page 17
PROPOSAL 1
ELECTION OF DIRECTORS
If elected, each nominee will hold office for a three-year
term or until his or her successor is elected and qualifies
unless he or she resigns or his or her office becomes vacant by
death, removal, or other cause in accordance with the Bylaws of
the company. Management knows of no reason why any of these
nominees should be unable or unwilling to serve, but if any
nominee(s) should for any reason be unable or unwilling to serve,
the proxies will be voted for the election of such other
person(s) for the office of director as management may recommend
in the place of such nominee(s).
Vote Required and Board of Directors Recommendation
The plurality of the votes cast by the shares of Common
Stock present and voting at the Annual Meeting will determine the
election of the directors. Abstentions will be counted as
present in determining if a quorum is present but will not affect
the election of directors. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" THE TWO NOMINEES LISTED UNDER "INFORMATION REGARDING
NOMINEES AND INCUMBENT DIRECTORS."
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors, upon the recommendation of the
company's Audit Committee, has appointed Deloitte & Touche as the
independent certified public accountants for the company for the
fiscal year ending January 28, 1995. Deloitte & Touche, or its
predecessor Touche Ross & Co., has acted in such capacity since
its appointment for fiscal 1982. A representative of Deloitte &
Touche will be present at the Annual Meeting, will be given the
opportunity to make a statement if he or she so desires and is
expected to be available to respond to appropriate questions.
Vote Required and Board of Directors Recommendation
The affirmative vote of a majority of the shares of Common
Stock present and voting at the Annual Meeting is required for
approval of this proposal. Abstentions will be counted as
present in determining if a quorum is present and will be counted
as if voted against this proposal. Broker non-votes will have no
effect on this proposal. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR
THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 28, 1995.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which
management intends to present or knows that others will present
at the Annual Meeting is as hereinabove set forth. If any other
matter or matters are properly brought before the Annual Meeting,
or any adjournment thereof, it is the intention of the persons
named in the accompanying Proxy to vote the Proxy on such matters
in accordance with their best judgment.
<PAGE> begin page 18
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the
next annual meeting of stockholders of the company (1) must be
received by the company at its offices at 8333 Central Avenue,
Newark, California 94560 no later than January 3, 1995 and
(2) must satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in
the company's Proxy Statement for that meeting.
By Order of the Board of Directors,
Earl T. Benson, Secretary
Dated: May 2, 1994
<PAGE> begin page 19 (back cover)
MAP TO STOCKHOLDERS' MEETING
The Newark Hilton Hotel
39900 Balentine Drive
Newark, California
(510) 490-8390
PICTURE: Map of South Bay Area showing major freeways with insert map
showing hotel location.
From the East Bay:
880 South to Stevenson Blvd. Exit.
West on Stevenson Blvd.
Right on Balentine Drive.
From the Peninsula:
101 to 84 East,
Cross the Dumbarton Bridge.
880 South to Stevenson Blvd. Exit.
West on Stevenson Blvd.
Right on Balentine Drive.
From San Jose:
880 North to Stevenson Blvd. Exit.
West on Stevenson Blvd.
Right on Balentine Drive.
<PAGE> BEGIN APPENDIX
APPENDIX TO PROXY STATEMENT
FOR ROSS STORES, INC.'S ANNUAL MEETING TO BE HELD
JUNE 7, 1994 ("Proxy Statement")
(Pursuant to Rule 304(a) of Regulations S-T)
1. Stockholder Return Performance Graph.
See section of the Proxy Statement entitled "Stockholder Return
Performance Graph" for the interpretation of the data contained
in the graph.
2. Map to Stockholders' Meeting.
See outside back cover of the Proxy Statement for a narrative
description of the map.
<PAGE> begin proxy card
Front:
PROXY
ROSS STORES, INC.
The undersigned hereby appoints Norman A. Ferber and
Melvin A. Wilmore, and either of them, as attorneys of the
undersigned with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of Ross Stores, Inc., to
be held on June 7, 1994 at 10:30 a.m. PDT, at the Newark
Hilton Hotel, 39900 Balentine Drive, Newark, California, and
at any continuation or adjournment thereof, with all powers
which the undersigned might have if personally present at
the meeting.
WHERE NO CONTRARY CHOICE IS INDICATED BY THE
STOCKHOLDER, THIS PROXY, WHEN RETURNED, WILL BE VOTED FOR
SUCH NOMINEES AND PROPOSALS AND WITH DISCRETIONARY AUTHORITY
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE
TIME IT IS VOTED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
The undersigned hereby acknowledges receipt of: (a)
Notice of Annual Meeting of Stockholders dated May 2, 1994;
(b) the accompanying Proxy Statement, and (c) the Annual
Report to Stockholders for the fiscal year ended January 29,
1994 and hereby expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect
to the shares of stock represented by this Proxy and by
filing this Proxy with the Secretary of the Corporation,
gives notice of such revocation.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
ADDRESS CHANGE
See Reverse Side
Back:
Common X Please mark your choices like this
THE BOARD RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
PROPOSAL 1. Election for a Three-Year Term of Two
Class II Directors Proposed in the Accompanying
Proxy Statement.
FOR all nominees listed (except as marked to the
contrary)
WITHHOLD AUTHORITY to vote for all nominees
listed.
Donald G. Fisher Donna L. Weaver
INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name in
the space provided below.
PROPOSAL 2. To ratify the appointment of Deloitte & Touche
as the Company's Independent Certified Public
Accountants for the fiscal year ending January
28, 1995.
FOR
AGAINST
ABSTAIN
3. To transact such other business as may properly come
before the annual meeting or any adjournments or
postponements thereof.
ADDRESS CHANGE
Please mark this box if you have written an address change
on the reverse side.
Dated: (Be sure to date Proxy) , 1994
Authorized Signature
Printed Name
Please sign exactly as your name(s) appear(s) on your stock
certificate. If shares of stock are held of record in the
names of two or more persons or in the name of husband and
wife, whether as joint tenants or otherwise, both or all of
such persons should sign the Proxy. If shares of stock are
held of record by a corporation, the Proxy should be signed
by the President or Vice President and the Secretary or
Assistant Secretary. Executors or administrators or other
fiduciaries who execute the above Proxy for a deceased
stockholder should give their full titles.
