Stockholders' Equity

12 Months Ended

Jan. 28, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common stock. In March 2019, the Company’s Board of Directors approved a two-year $2.55 billion stock repurchase program through fiscal 2020. Due to the economic uncertainty stemming from the severe impact of the COVID-19 pandemic, the Company suspended its stock repurchase program as of March 2020, at which time the Company had repurchased $1.407 billion under the $2.55 billion stock repurchase program.

In May 2021, the Company’s Board of Directors authorized a program to repurchase up to $1.5 billion of the Company’s common stock through fiscal 2022.

In March 2022, the Company’s Board of Directors approved a new two-year program to repurchase up to $1.9 billion of the Company’s common stock through fiscal 2023. This new program replaced the previous $1.5 billion stock repurchase program, effective at the end of fiscal 2021 (at which time the Company had repurchased $650 million under the $1.5 billion program).

The following table summarizes the Company’s stock repurchase activity in fiscal 2022, 2021, and 2020:

Fiscal Year	Shares repurchased (in millions)	Average repurchase price	Repurchased (in millions)
2022	10.3	$92.15	$950
2021	5.7	$114.29	$650
2020	1.2	$113.10	$132

Preferred stock. The Company has 4.0 million shares of preferred stock authorized, with a par value of $.01 per share. No preferred stock is issued or outstanding.

Dividends. On February 28, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.335 per common share, payable on March 31, 2023. The Company’s Board of Directors declared cash dividends of $0.310 per common share in March, May, August, and November 2022. The Company’s Board of Directors declared cash dividends of $0.285 per common share in March, May, August, and November 2021. The Company’s Board of Directors declared a cash dividend of $0.285 per common share in March 2020. In May 2020, the Company temporarily suspended its quarterly dividends due to the economic uncertainty stemming from the COVID-19 pandemic. During fiscal 2022, 2021, and 2020, the Company paid dividends of $431.3 million, $405.1 million, and $101.4 million, respectively.

2017 Equity Incentive Plan. On May 17, 2017, the Company’s stockholders approved the Ross Stores, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) which replaced the Company’s 2008 Equity Incentive Plan (“Predecessor Plan”). The 2017 Plan, which was authorized to issue a maximum of 12.0 million shares, was immediately effective upon approval and no further awards were granted under the Predecessor Plan, which was terminated.

The 2017 Plan has an initial share reserve of 12.0 million shares of the Company’s common stock which can be increased by a maximum of 5.5 million shares from certain expired, withheld, or forfeited shares from the 2017 Plan or the Predecessor Plan. The 2017 Plan provides for various types of incentive awards, which may potentially include the grant of stock options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, and deferred compensation awards. As of January 28, 2023, there were 8.9 million shares available for grant under the 2017 Plan.

A summary of restricted stock and performance share award activity for fiscal 2022 is presented below:

	Number of shares (000)	Weighted-average grant date fair value
Unvested at January 29, 2022	4,378	$	99.58
Awarded	1,535	89.40
Released	(1,340)	90.96
Forfeited	(630)	91.38
Unvested at January 28, 2023	3,943	$	99.69

All unvested shares at January 28, 2023 are only subject to service vesting conditions. The market value of shares of restricted stock and performance shares at the date of grant is amortized to expense over the vesting period of generally three to five years. The unamortized compensation expense at January 28, 2023 and January 29, 2022 was $183.2 million and $181.8 million, respectively, which is expected to be recognized over a weighted-average remaining period of 1.8 years for both years. Intrinsic value for unvested restricted stock, defined as the closing market value per share on the last business day of fiscal year 2022 (or $119.48), applied to the unvested shares was $471.1 million. A total of 8.9 million, 9.3 million, and 10.2 million shares were available for new restricted stock awards at the end of fiscal 2022, 2021, and 2020, respectively. During fiscal 2022, 2021, and 2020, shares purchased by the Company for tax withholding totaled 0.5 million shares in each year and are considered treasury shares which are available for reissuance. As of January 28, 2023 and January 29, 2022, the Company held 15.3 million and 14.8 million shares of treasury stock, respectively.

The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock on a specified settlement date based on the Company’s attainment of a performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock then vests over a service period, generally three years from the date the performance award was granted.

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan, eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase the Company’s common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

During fiscal 2022, 2021, and 2020, employees purchased approximately 0.3 million shares in each year of the Company’s common stock under the plan at weighted-average per share prices of $74.54, $99.07, and $81.45, respectively. Through January 28, 2023, approximately 41.0 million shares had been issued under this plan and 3.9 million shares remained available for future issuance.