PriceSmart Inc. DEF 14A: Executive Pay & Shareholder Meeting Details

TL;DR

PriceSmart's DEF 14A is out, detailing exec pay and what's on the agenda for the shareholder meeting. Vote wisely.

AI Summary

PriceSmart Inc. filed its DEF 14A on December 18, 2024, detailing executive compensation and annual meeting matters for the fiscal year ending August 31, 2024. The filing includes information on equity awards granted to executives such as Sherry Bahrambeygui and Robert Price, with specific data on the fair value of these awards at various vesting stages. The company is seeking shareholder approval for routine matters and executive compensation plans.

Why It Matters

This filing provides crucial insights into how PriceSmart Inc. compensates its top executives and outlines the agenda for its annual shareholder meeting, impacting investor decisions and corporate governance.

Risk Assessment

Risk Level: medium — DEF 14A filings often contain information about executive compensation, potential shareholder proposals, and director elections, which can influence stock performance and investor sentiment.

Key Numbers

• 2024-08-31 — Fiscal Year End (The period covered by the compensation details in the filing.)
• 2023-09-01 — Start of Fiscal Year (The beginning of the reporting period for executive compensation.)

Key Players & Entities

• PriceSmart Inc. (company) — Filer of the DEF 14A
• Sherry Bahrambeygui (person) — Executive mentioned in relation to equity awards
• Robert Price (person) — Executive mentioned in relation to equity awards
• 0001041803 (company) — Central Index Key for PriceSmart Inc.
• 20241218 (date) — Filing date of the DEF 14A
• 20250206 (date) — Conformed period of report
• 0831 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.0001 — 5 shares of the Company's common stock, $0.0001 par value per share ("Common Stock"), w

Filing Documents

• d814060ddef14a.htm (DEF 14A) — 1473KB
• g814060g06a06.jpg (GRAPHIC) — 39KB
• g814060g12b95.jpg (GRAPHIC) — 149KB
• g814060g46m47.jpg (GRAPHIC) — 36KB
• g814060g71x83.jpg (GRAPHIC) — 158KB
• g814060g79d51.jpg (GRAPHIC) — 158KB
• g814060g92n91.jpg (GRAPHIC) — 9KB
• g814060img001.jpg (GRAPHIC) — 3KB
• g814060img002.jpg (GRAPHIC) — 6KB
• 0001193125-24-281188.txt ( ) — 3958KB
• psmt-20250206.xsd (EX-101.SCH) — 5KB
• psmt-20250206_def.xml (EX-101.DEF) — 6KB
• psmt-20250206_lab.xml (EX-101.LAB) — 8KB
• psmt-20250206_pre.xml (EX-101.PRE) — 5KB
• d814060ddef14a_htm.xml (XML) — 426KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 PRICESMART, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS PRICESMART, INC. 9740 Scranton Road San Diego, California 92121 PRICESMART, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT TO THE STOCKHOLDERS OF PRICESMART, INC.: Notice is hereby given that the Annual Meeting (the "Annual Meeting") of the Stockholders of PriceSmart, Inc. (the "Company"), will be held at 8:30 a.m. C.S.T. on Thursday, February 6, 2025. The Annual Meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PSMT2025 . You will not be able to attend the Annual Meeting physically. The Annual Meeting will be held for the following purposes: 1. To elect directors for the ensuing year, to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. The Board of Directors of the Company has nominated and recommends for election as directors the following eleven persons: Sherry S. Bahrambeygui Beatriz V. Infante David N. Price John D. Thelan Jeffrey Fisher Leon C. Janks Robert E. Price Edgar Zurcher Gordon H. Hanson Patricia Mrquez David R. Snyder 2. To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2024; 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; 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, 2025; and 5. To transact such other business as may be properly brought before the Annual Meeting or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business on December 9, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. A list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the date of the Annual Meeting at the Company's corporate headquarters, 9740 Scranton Road, San Diego, California 92121. During the Annual Meeting, any stockholder attending the Annual Meeting may access a list of the stockholders entitled to vote at the Annual Meeting at www.virtualshareholdermeeting.com/PSMT2025 . Accompanying this Notice is a proxy or voting instructions card. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY OR VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY, OR YOU MAY VOTE YOUR SHARES BY TELEPHONE OR OVER THE INTERNET, AS DESCRIBED IN THE ENCLOSED PROXY OR VOTING INSTRUCTION CARD. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxy is voted. All stockholders are cordially invited to attend the meeting via the webcast. BY ORDER OF THE BOARD OF DIRECTORS Francisco J. Velasco Secretary San Diego, California December 18, 2024 PRICESMART, INC. 9740 Scranton Road San Diego, California 92121 PROXY STATEMENT for ANNUAL MEETING OF STOCKHOLDERS February 6, 2025 The Board of Directors of PriceSmart, Inc., a Delaware corporation (the "Company"), is soliciting proxies for use at the Annual Meeting of Stockholders of the Company to be held on February 6, 2025 (the "Annual Meeting"), and at any adjournments thereof. The Annual Meeting will be a virtual meeting via live audio webcast on the internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PSMT2025 and entering the 16-digit control number included in the Notice of Internet Availability or proxy card that you receive. For further information about the Annual Meeting, please see "Impor

View Full Filing

View this DEF 14A filing on SEC EDGAR