PriceSmart Inc.

02/06/2026 | Press release | Distributed by Public on 02/06/2026 15:04

Proxy Results, Management Change/Compensation (Form 8-K)

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 5, 2026 through a virtual meeting platform. As of the record date, there were 30,816,360 shares outstanding and entitled to vote. There were 29,508,948 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 approved, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2025 and ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2026.
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 27,584,486 1,130,701 793,761
Jeffrey R. Fisher 28,681,631 33,556 793,761
Gordon H. Hanson 28,338,930 376,257 793,761
Beatriz V. Infante 28,681,769 33,418 793,761
Leon C. Janks 27,302,521 1,412,666 793,761
Patricia Márquez 28,417,001 298,186 793,761
David N. Price 28,429,802 285,385 793,761
Robert E. Price 27,555,050 1,160,137 793,761
David R. Snyder 28,396,490 318,697 793,761
John D. Thelan 28,683,648 31,539 793,761
Edgar Zurcher 26,039,049 2,676,138 793,761
2. To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2025:
Votes For Votes Against
Abstain
Broker Non-Votes
Total Shares Voted 28,290,908 413,826 10,453 793,761
3. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2026:
Votes For Votes Against Abstain
Total Shares Voted 29,255,505 245,750 7,693
PriceSmart Inc. published this content on February 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 06, 2026 at 21:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]