8-K
filed February 6, 2023, 6:59 PM ET
ticker PSMT
CIK 0001041803
other material
confidence high
sentiment negative
materiality 0.60
PriceSmart declares $0.92 annual dividend; say-on-pay vote fails
PRICESMART INC
- Board declares $0.92/share annual dividend: $0.46 payable Feb 28 (record Feb 16) and $0.46 on Aug 31 (record Aug 15).
- Advisory vote on 2022 executive compensation failed: 13.85M for, 14.58M against (52.3% opposed).
- John D. Thelan, retired Costco SVP of Depots and Traffic, elected to board effective Feb 3, 2023.
- Shareholders approved amendment to 2013 Equity Plan adding 750,000 shares (26.9M for, 1.5M against).
- All 10 director nominees reelected; Ernst & Young ratified as auditor for FY2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John D. Thelan was elected as director at PRICESMART INC.
- Action
- elected
- Role
- director
Exact text from the filing
Additionally, the Board elected John D. Thelan as a director of the Company to fill the newly created vacancy, effective immediately.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PRICESMART INC shareholders rejected To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2022 at the 2023-02-03 meeting.
- Proposal
- say on pay
- Outcome
- failed
- Meeting
- 2023-02-03
Exact text from the filing
2. To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2022: Votes For Votes Against Abstain Broker Non-Votes Total Shares Voted 13,851,458 14,575,475 15,020 1,157,540
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PRICESMART INC shareholders approved To elect directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified at the 2023-02-03 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-02-03
Exact text from the filing
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 26,938,917 1,503,036 1,157,540 Jeffrey R. Fisher 28,122,910 319,043 1,157,540 Gordon H. Hanson 28,100,711 341,242 1,157,540 Beatriz V. Infante 28,279,160 162,793 1,157,540 Leon C. Janks 26,729,708 1,712,245 1,157,540 Patricia Márquez 28,037,298 404,655 1,157,540 David N. Price 25,019,366 3,422,587 1,157,540 Robert E. Price 27,725,746 716,207 1,157,540 David R. Snyder 24,019,679 4,422,274 1,157,540 Edgar Zurcher 26,238,582 2,203,371 1,157,540
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PRICESMART INC shareholders approved To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2023 at the 2023-02-03 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-02-03
Exact text from the filing
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, 2023: Votes For Votes Against Abstain Total Shares Voted 29,253,905 333,845 11,743
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PRICESMART INC shareholders approved To approve a proposed 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 at the 2023-02-03 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-02-03
Exact text from the filing
3. To approve a proposed 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 26,933,269 1,496,462 12,222 1,157,540
View on SEC.gov
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