{"schema_version":"secwatch.filing_event.v1","accession":"0001041803-24-000016","form_type":"8-K","ticker":"PSMT","cik":"0001041803","company_name":"PRICESMART INC","filed_at":"2024-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:23.198846+00:00","generated_at":"2026-06-06T09:42:36.986570+00:00","sec_items":["5.03","5.07","8.01","9.01"],"event_type":"dividend","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"PriceSmart declares $1.16 annual dividend; stockholders approve officer liability amendment","bullets":["Annual dividend of $1.16 per share payable in two $0.58 installments on Feb 29 and Aug 30, 2024.","Stockholders voted to amend charter to exculpate officers from personal liability as permitted by DGCL.","All 11 director nominees re-elected; say-on-pay passed with ~93% support; auditor ratified."],"urls":{"canonical":"https://secwatch.observer/filing/0001041803-24-000016","json":"https://secwatch.observer/filing/0001041803-24-000016.json","markdown":"https://secwatch.observer/filing/0001041803-24-000016.md","text":"https://secwatch.observer/filing/0001041803-24-000016.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/psmt-20240201.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T09:42:36.986570+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4e6877d4d4ba8bc50042b42145be4b8a8b450d9d","claim":"PRICESMART INC: Amended certificate of incorporation to provide for exculpation of officers from personal liability as permitted by DGCL (effective 2024-02-01).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-02-01"}],"fact_type":"governance_change"},{"claim_id":"2683e502607522e43bfb6970ea7a4d5187f79a50","claim":"PRICESMART INC shareholders approved 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 at the 2024-02-01 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-01"}],"fact_type":"shareholder_vote"},{"claim_id":"52454431deb49c5ca2c4ae7d1383b437575bab04","claim":"PRICESMART INC shareholders approved To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2023 at the 2024-02-01 meeting.","evidence_excerpt":"Stockholders also (i) approved, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2023","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-01"}],"fact_type":"shareholder_vote"},{"claim_id":"909683a0b1b4964c1d73f5631af93a3ac9946e8b","claim":"PRICESMART INC shareholders approved To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation at the 2024-02-01 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-01"}],"fact_type":"shareholder_vote"},{"claim_id":"d40899e9b15350a77b43395aca820e0de7cd0b33","claim":"PRICESMART INC shareholders approved Election of directors at the 2024-02-01 meeting.","evidence_excerpt":"Each of the nominees of the Board of Directors (the “Board”) received such a plurality and was re-elected to the Board.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-01"}],"fact_type":"shareholder_vote"},{"claim_id":"e97d69dfb0efda9affa2f60160cd4819f247d1da","claim":"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, 2024 at the 2024-02-01 meeting.","evidence_excerpt":"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-01"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}