PriceSmart Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$PSMT
Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 1, 2024
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 1, 2024, at the Annual Meeting of Stockholders, the stockholders of PriceSmart, Inc. (the “Company”) approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to provide for the exculpation of certain officers of the Company against personal liability to the extent permitted by the Delaware General Corporation Law, as further described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on December 19, 2023.
The Charter Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 1, 2024 (the “Certificate of Amendment”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of PriceSmart, Inc. (the “Company”) was held on February 1, 2024 through a virtual meeting platform at www.virtualshareholdermeeting.com/PSMT2024. As of the record date, there were 30,516,876 shares outstanding and entitled to vote. There were 28,446,815 shares voted during the meeting or by proxy. Directors are elected by a plurality of the votes of the shares present during the meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Each of the nominees of the Board of Directors (the “Board”) received such a plurality and was re-elected to the Board. Stockholders also (i) approved, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2023; (ii) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the limitation of liability of officers of the Company as permitted pursuant to a recent amendment to the Delaware General Corporation Law (“DGCL”); and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024. The Company’s stockholders approved every “one year” as the frequency of a stockholder vote on compensation of the named executive officers of the Company. Based on such vote, the Board has determined that it will hold an advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of such a stockholder advisory vote.
1. To elect directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified:
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||||||||||
| Sherry S. Bahrambeygui | 26,015,308 | 1,444,627 | 986,880 | |||||||||||||||||
| Jeffrey R. Fisher | 25,091,309 | 2,368,626 | 986,880 | |||||||||||||||||
| Gordon H. Hanson | 27,075,986 | 383,949 | 986,880 | |||||||||||||||||
| Beatriz V. Infante | 27,342,076 | 117,859 | 986,880 | |||||||||||||||||
| Leon C. Janks | 20,070,574 | 7,389,361 | 986,880 | |||||||||||||||||
| Patricia Márquez | 26,056,650 | 1,403,285 | 986,880 | |||||||||||||||||
| David N. Price | 25,747,862 | 1,712,073 | 986,880 | |||||||||||||||||
| Robert E. Price | 26,893,562 | 566,373 | 986,880 | |||||||||||||||||
| David R. Snyder | 25,841,183 | 1,618,752 | 986,880 | |||||||||||||||||
| John D. Thelan | 27,421,059 | 38,876 | 986,880 | |||||||||||||||||
| Edgar Zurcher | 25,280,494 | 2,179,441 | 986,880 | |||||||||||||||||
2. To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2023:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Total Shares Voted | 25,408,977 | 2,025,619 | 25,339 | 986,880 | |||||||||||||||||||
3. To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation:
| One Year | Two Years | Three Years | Abstain | ||||||||||||||||||||
| Total Shares Voted | 26,158,897 | 2,209 | 1,287,806 | 11,023 | |||||||||||||||||||
4. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the limitation of liability of officers of the Company as permitted pursuant to recent amendment to the DGCL:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Total Shares Voted | 26,353,445 | 1,030,742 | 75,748 | 986,880 | |||||||||||||||||||
5. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2024:
| Votes For | Votes Against | Abstain | |||||||||||||||
| Total Shares Voted | 28,174,902 | 263,915 | 7,998 | ||||||||||||||
Item 8.01. Other Events.
On February 1, 2024, the Company’s Board of Directors declared the Company’s annual cash dividend in the total amount of $1.16 per share, with $0.58 per share payable on February 29, 2024 to stockholders of record as of February 15, 2024 and $0.58 per share payable on August 30, 2024 to stockholders of record as of August 15, 2024. PriceSmart anticipates the ongoing payment of annual dividends in subsequent periods, although the actual declaration of future dividends, if any, the amount of such dividends, and the establishment of record and payment dates is subject to final determination by the Board of Directors at its discretion after its review of the Company’s financial performance and anticipated capital requirements, taking into account the uncertain macroeconomic conditions on our results of operations and cash flows.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||||||||
| 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: February 2, 2024 | /s/ FRANCISCO VELASCO | ||||
| Francisco Velasco Executive Vice President, General Counsel, Chief Ethics & Compliance Office, and Secretary | |||||