---
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"
generated_at: "2026-06-06T09:42:36.986570+00:00"
event_type: "dividend"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# PriceSmart declares $1.16 annual dividend; stockholders approve officer liability amendment

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: dividend
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.03, 5.07, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001041803-24-000016
- JSON: https://secwatch.observer/filing/0001041803-24-000016.json
- Plain text: https://secwatch.observer/filing/0001041803-24-000016.txt

## Key facts
- Governance Changes
  PRICESMART INC: Amended certificate of incorporation to provide for exculpation of officers from personal liability as permitted by DGCL (effective 2024-02-01).
  - Change: charter amendment
  - Effective: 2024-02-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm
- Shareholder Votes
  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.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-02-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-02-01
  source text: Stockholders also (i) approved, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2024-02-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm
- Shareholder Votes
  PRICESMART INC shareholders approved Election of directors at the 2024-02-01 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-02-01
  source text: Each of the nominees of the Board of Directors (the “Board”) received such a plurality and was re-elected to the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-02-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1041803/000104180324000016/0001041803-24-000016-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.