PriceSmart,Inc. (NASDAQ:PSMT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2019, the Board of Directors of PriceSmart, Inc. (the “Company”) appointed Sherry S. Bahrambeygui as the Company’s Chief Executive Officer.Ms. Bahrambeygui held that position in an interim role since November 16, 2018.
Ms. Bahrambeygui, age 54, has served as a member of the Corporation’s Board of Directors since November 2011.Ms. Bahrambeygui has played a key role in many significant strategic matters on behalf of the Company.Ms. Bahrambeygui has served as a Senior Executive and Managing Member of The Price Group, LLC from January 2007 to November 2018 and serves on the Boards of Price Philanthropies Foundation and the Aaron Price Fellows Foundation.Ms. Bahrambeygui was previously the Chief Executive Officer of PS Ivanhoe, LLC, a commercial real estate investment company.She was also a founding partner of the law firm of Hosey & Bahrambeygui, LLP.She practiced law with an emphasis in international business and corporate matters and also in the areas of employment and compensation.In this capacity, prior to joining the Board of Directors, Ms. Bahrambeygui provided consultation and legal representation to the Company in several complex litigation matters achieving favorable outcomes.Ms. Bahrambeygui will remain as a Director of the Board.The Board has directed the Compensation Committee to work with Ms. Bahrambeygui to wind-up her current Interim CEO Employment Agreement and enter into a new Executive Employment Agreement reflecting her new status and responsibilities.
For additional information regarding Ms. Bahrambeygui, see the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders filed December 20, 2018.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on January 30, 2019 at the Company’s headquarters, 9740 Scranton Road, San Diego, CA 92121. As of the record date there were 30,489,396 shares outstanding and entitled to vote.There were 28,978,451 shares voted in person or by proxy.Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.Each of the Board’s nominees received such a plurality and was re-elected to the Board.The results of the stockholder vote are set forth below.
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1.To elect directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified: |
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Votes For |
Votes Withheld |
Broker Non-Votes |
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Sherry S. Bahrambeygui |
27,605,850 | 193,530 | 1,179,071 |
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Gonzalo Barrutieta |
27,722,674 | 76,706 | 1,179,071 |
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Gordon H. Hanson |
27,724,930 | 74,450 | 1,179,071 |
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Beatriz V. Infante |
27,723,421 | 75,959 | 1,179,071 |
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Leon C. Janks |
27,256,816 | 542,564 | 1,179,071 |
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Mitchell G. Lynn |
13,393,006 | 14,406,374 | 1,179,071 |
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Gary Malino |
27,724,571 | 74,809 | 1,179,071 |
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Pierre Mignault |
27,554,381 | 244,999 | 1,179,071 |
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Robert E. Price |
27,584,341 | 215,039 | 1,179,071 |
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Edgar Zurcher |
27,164,158 | 635,222 | 1,179,071 |
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2.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2018: |
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Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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Total Shares Voted |
27,353,004 | 438,673 | 7,703 | 1,179,071 |
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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, 2019: |
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Votes For |
Votes Against |
Abstain |
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Total Shares Voted |
28,878,681 | 96,217 | 3,553 |
Item 8.01. Other Events.
On January 30, 2019, the Company’s Board of Directors declared a cash dividend in the total amount of $0.70 per share, with $0.35 per share payable on February 28, 2019 to stockholders of record as of close of business on February 15, 2019 and $0.35 per share payable on August 30, 2019 to stockholders of record as of the close of business on August 15, 2019.The Company anticipates the ongoing payment of semi-annual dividends in subsequent periods, although the actual declaration of future dividends, the amount of such dividends, and the establishment of record and payment dates is subject to final determination by the Board of Directors in its discretion, after its review of the Company’s financial performance and anticipated capital requirements.
About PriceSmart,Inc. (NASDAQ:PSMT)
PriceSmart, Inc., through its subsidiaries, is engaged in the international operation of membership shopping in warehouse clubs. In addition, the Company operates distribution centers and offices in the United States. The Company’s segments include the United States, Central America, the Caribbean and Colombia. The Company owns and operates the United States-style membership shopping warehouse clubs in Latin America and the Caribbean. It offers private label consumer goods to individuals and businesses. The Company offers three types of memberships, such as Business, Diamond and in Costa Rica Platinum memberships. It promotes Business membership through its marketing programs and offers certain merchandise targeted to businesses, such as restaurants, hotels, convenience stores, offices and institutions. The Diamond membership is focused on individuals and families. The Company offers Platinum memberships in Costa Rica.
