Pricesmart Inc 8-K, filed Feb 7, 2025
Pricesmart Inc (PSMT)
8-K
2025-02-07
For: 2025-02-06
View Original
Added on
April 09, 2026
About this 8-K
Pricesmart Inc filed this 8-K on February 7, 2025, reporting on events of February 6, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858 ) 404-8800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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 | |||||
AMENDMENT TO THE AMENDED AND RESTATED 2013 EQUITY INCENTIVE AWARD PLAN OF PRICESMART, INC.
This Amendment to the Amended and Restated PriceSmart, Inc. 2013 Equity Award Plan (the “Plan”), is effective as of February 6, 2025.
1.Section 3.1(a) of the Plan is hereby amended by deleting it in its entirety and replacing it with the following:
Subject to Section 3.1(b) and Section 13.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is the sum of (i) 2,600,000 Shares, plus (ii) any Shares that as of the Effective Date are available for issuance under the Prior Plans, plus (iii) any Shares that are subject to Prior Plan Awards that become available for future grants of Awards under the Plan following the Effective Date pursuant to Section 3.1(b). As of the Effective Date, the sum of the aggregate number of Shares authorized for issuance under the Prior Plans and the aggregate number of Shares subject to Prior Plan Awards was 931,818 Shares, and, accordingly, the total number of Shares available for issuance or that may become available for issuance under the Plan pursuant to clauses (ii) and (iii) in the preceding sentence shall not exceed 931,818 Shares. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to Awards under the Plan (including Incentive Stock Options) shall not exceed an aggregate of 3,531,818 Shares, subject to adjustment pursuant to Section 13.2. From and after the Effective Date, no awards shall be granted under the Prior Plans; however, any Prior Plan Award shall continue to be subject to the terms and conditions of the relevant Prior Plan.
2.Except as expressly amended hereby, the Plan shall remain in full force and effect.
[Signature page follows]
IN WITNESS WHEREOF, the Executive Vice President, Chief Legal Officer, Chief Risk & Compliance Officer and Secretary of PriceSmart, Inc. has duly executed this Amendment to be effective as of February 6, 2025.
PRICESMART, INC.
| By: /s/ FRANCISCO VELASCO | ||
| Name: Francisco Velasco Title: Executive Vice President, Chief Legal Officer, Registered In-House Counsel, Chief Risk & Compliance Officer and Secretary | ||