Amendment: PriceSmart Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PSMT
Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2025
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Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Executive Officer
PriceSmart previously announced David Price’s promotion to Chief Executive Officer, effective September 1, 2025. On June 17, 2025, the Compensation Committee approved increased compensation for Mr. Price associated with his promotion to Chief Executive Officer, including a salary of $1,500,000 per year, a target annual cash incentive award of $500,000 and targeted annual vesting of $3,000,000 of equity incentive awards based on grant-date value. On September 4, 2025, the Compensation Committee reconsidered the mix of elements of Mr. Price’s compensation. Without changing the total annual compensation, the Compensation Committee approved a $500,000 increase in base salary offset by a $500,000 reduction in the target annual vesting of equity awards. As revised, Mr. Price’s compensation will consist of a salary of $2,000,000 per year, a target annual cash incentive award of $500,000 and targeted annual vesting of $2,500,000 of equity incentive awards based on grant-date value.
On June 17, 2025, the Company entered into an Amended and Restated Employment Agreement with Mr. Price effective September 1, 2025 reflecting the base salary approved by the Compensation Committee on June 17, 2025. On September 4, 2025, the Company entered into Amendment No. 1 to the Amended and Restated Employment increasing Mr. Price’s base salary to $2,000,000 per year, retroactive to September 1, 2025. No change to Mr. Price’s Amended and Restated Employment Agreement was required regarding the decrease in the target for annual vesting of equity incentive awards based on grant-date value because the Amended and Restated Employment Agreement does not specify a target for annual vesting of equity incentive awards based on grant-date value, that being a matter left solely to the discretion of the Compensation Committee.
The foregoing description is qualified in its entirety by the Amended and Restated Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||||||||
| 10.1 | |||||||||||
| 104 | The cover page from this Current report on Form 8-K, formatted in Inline XBRL. | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 5, 2025 | /s/ FRANCISCO VELASCO | ||||
| Francisco Velasco Executive Vice President, Chief Legal Officer, Registered In-House Counsel, Chief Risk & Compliance Officer and Secretary | |||||