PriceSmart Inc. filed SEC Form 8-K: Leadership Update, 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 6, 2025
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.07 below is incorporated by reference in this Item 5.02.
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 6, 2025 through a virtual meeting platform. As of the record date, there were 30,662,345 shares outstanding and entitled to vote. There were 29,125,246 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 2024; (ii) approved an amendment to the Company's Amended and Restated 2013 Equity Incentive Award Plan (the "Plan"); 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, 2025.
A detailed summary of the amendment to the Plan is set forth in the Company's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 18, 2024 (the "Proxy Statement") under the caption "Proposal 3--Approval of an Amendment to increase the number of shares of Common Stock available for the grant of awards under the Amended and Restated 2013 Equity Incentive Award Plan." The detailed summary of the amendment to the Plan and the foregoing description of the amendment to the Plan are qualified in their entirety by reference to the full text of the amendment to the Plan, which is filed hereto as Exhibit 10.1 and incorporated by reference.
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 | 24,985,754 | 3,273,996 | 865,496 | |||||||||||||||||
| Jeffrey R. Fisher | 26,222,188 | 2,037,562 | 865,496 | |||||||||||||||||
| Gordon H. Hanson | 25,780,134 | 2,479,616 | 865,496 | |||||||||||||||||
| Beatriz V. Infante | 26,243,473 | 2,016,277 | 865,496 | |||||||||||||||||
| Leon C. Janks | 21,593,712 | 6,666,038 | 865,496 | |||||||||||||||||
| Patricia Márquez | 25,867,758 | 2,391,992 | 865,496 | |||||||||||||||||
| David N. Price | 24,720,630 | 3,539,120 | 865,496 | |||||||||||||||||
| Robert E. Price | 25,855,202 | 2,404,548 | 865,496 | |||||||||||||||||
| David R. Snyder | 25,811,049 | 2,448,701 | 865,496 | |||||||||||||||||
| John D. Thelan | 26,244,969 | 2,014,781 | 865,496 | |||||||||||||||||
| Edgar Zurcher | 23,987,857 | 4,271,893 | 865,496 | |||||||||||||||||
2. To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2024:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Total Shares Voted | 28,059,235 | 193,639 | 6,876 | 865,496 | |||||||||||||||||||
3. To approve an amendment to the Company’s Amended and Restated 2013 Equity Incentive Award Plan to increase the number of shares of Common Stock available for the grant of awards by 750,000 shares:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Total Shares Voted | 26,175,038 | 2,077,916 | 6,796 | 865,496 | |||||||||||||||||||
4. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2025:
| Votes For | Votes Against | Abstain | |||||||||||||||
| Total Shares Voted | 28,832,417 | 289,771 | 3,058 | ||||||||||||||
Item 8.01. Other Events.
On February 6, 2025, the Company’s Board of Directors declared the Company’s annual cash dividend in the total amount of $1.26 per share, with $0.63 per share payable on February 28, 2025 to stockholders of record as of February 18, 2025 and $0.63 per share payable on August 29, 2025 to stockholders of record as of August 15, 2025. 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 | ||||||||||
| 10.1* | |||||||||||
| 104 | The cover page from this Current report on Form 8-K, formatted in Inline XBRL. | ||||||||||
* Management contract or compensatory plan or arrangement.
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 7, 2025 | /s/ FRANCISCO VELASCO | ||||
| Francisco Velasco Executive Vice President, Chief Legal Officer, Registered In-House Counsel, Chief Risk & Compliance Officer and Secretary | |||||