PriceSmart Sets Feb 5 Virtual Shareholder Meeting, Board Nominees Unchanged

TL;DR

**PSMT's virtual annual meeting is a routine governance check, but the advisory vote on 2025 executive compensation and auditor ratification are key signals for investor confidence.**

AI Summary

PriceSmart, Inc. (PSMT) is holding its 2026 Annual Meeting of Stockholders on Thursday, February 5, 2026, at 8:30 a.m. E.S.T. via a live audio webcast. Stockholders will vote on three key proposals: the election of eleven director nominees, an advisory vote on executive compensation for fiscal year 2025, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026. The Board of Directors has nominated 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, and David R. Snyder for election. As of the record date, December 8, 2025, there were 30,816,360 shares of common stock outstanding, with each share entitled to one vote. The company emphasizes expanded stockholder access and participation through the virtual meeting format. The cost of proxy solicitation will be borne by PriceSmart, Inc.

Why It Matters

This DEF 14A filing outlines the governance framework and key decisions for PriceSmart, Inc. (PSMT) investors, including the election of its eleven-member board and the advisory vote on executive compensation for fiscal year 2025. The ratification of Ernst & Young LLP as the auditor provides assurance on financial oversight. For employees and customers, stable governance can lead to consistent strategic direction and operational efficiency in the competitive warehouse club sector, where companies like Costco and Sam's Club operate. Investor participation in these votes directly influences the company's leadership and accountability, impacting long-term value.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing the agenda for the 2026 Annual Meeting. It does not introduce new financial risks or significant operational changes. The proposals, including the election of eleven directors and the ratification of Ernst & Young LLP, are routine corporate governance matters.

Analyst Insight

Investors should review the backgrounds of the eleven director nominees and the executive compensation details for fiscal year 2025 before the February 5, 2026 meeting. Voting on these proposals, especially the advisory say-on-pay, is crucial for expressing shareholder sentiment on governance and executive incentives.

Key Numbers

• 2026 — Annual Meeting Year (The year for which the Annual Meeting of Stockholders is being held.)
• February 5, 2026 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders.)
• 8:30 a.m. E.S.T. — Annual Meeting Time (Scheduled start time for the virtual Annual Meeting.)
• December 8, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting.)
• 30,816,360 — Shares Outstanding (Number of common stock shares outstanding as of the Record Date, each entitled to one vote.)
• 11 — Director Nominees (Number of persons nominated for election to the Board of Directors.)
• 2025 — Fiscal Year for Executive Compensation (The fiscal year for which executive officer compensation will be subject to an advisory vote.)
• August 31, 2026 — Fiscal Year End for Auditor Ratification (The fiscal year for which Ernst & Young LLP is proposed to be ratified as the independent auditor.)
• 1% — Minimum Stockholder Holding for Director Suggestion (Minimum percentage of outstanding shares a stockholder must hold to suggest a director candidate.)
• 16-digit — Control Number Length (Length of the control number required to participate and vote at the virtual Annual Meeting.)

Key Players & Entities

• PRICESMART, INC. (company) — Registrant for DEF 14A filing
• PSMT (company) — Ticker symbol for PriceSmart, Inc.
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Sherry S. Bahrambeygui (person) — Nominee for director
• Beatriz V. Infante (person) — Nominee for director
• David N. Price (person) — Nominee for director
• John D. Thelan (person) — Nominee for director
• Jeffrey Fisher (person) — Nominee for director
• Leon C. Janks (person) — Nominee for director
• Robert E. Price (person) — Nominee for director

FAQ

Industry Context

PriceSmart operates in the warehouse club retail sector, competing with other large retailers that offer bulk goods at discounted prices. The industry is characterized by a focus on membership fees for revenue and a wide selection of merchandise. Trends include a growing emphasis on online sales channels and private label brands to enhance customer loyalty and margins.

Regulatory Implications

As a publicly traded company, PriceSmart is subject to SEC regulations governing proxy solicitations and corporate governance. The company must ensure compliance with rules regarding disclosure of executive compensation and auditor independence. Failure to adhere to these regulations can result in penalties and reputational damage.

What Investors Should Do

1. Vote your shares
2. Review director nominees
3. Consider the advisory vote on executive compensation
4. Participate in the virtual meeting

Key Dates

• 2026-02-05: Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, and auditor ratification.
• 2025-12-08: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-12-19: Proxy Statement First Sent to Stockholders — Informs stockholders about the meeting agenda and voting procedures.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for PriceSmart's 2026 Annual Meeting.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote shares. (Shareholders are urged to vote by proxy if they cannot attend the virtual meeting.)

Advisory Vote on Executive Compensation

A non-binding shareholder vote on the compensation of the company's named executive officers. (Shareholders will vote on the compensation of PriceSmart's executive officers for fiscal year 2025.)

Ratification of Independent Registered Public Accounting Firm

Shareholder approval of the company's choice for its external auditor. (Shareholders will vote to ratify Ernst & Young LLP as the auditor for the fiscal year ending August 31, 2026.)

Street Name

Shares of a company held by a broker or other nominee on behalf of the beneficial owner. (Affects how shareholders holding shares in street name can vote, especially on non-routine matters.)

Broker Non-Vote

A situation where a broker holding shares in street name does not vote those shares because the beneficial owner did not provide voting instructions on a non-routine matter. (Broker non-votes may occur for director elections and the advisory vote on executive compensation, as these are non-routine matters.)

Year-Over-Year Comparison

This filing is for the 2026 Annual Meeting, and the provided text focuses on the upcoming meeting's agenda and voting procedures. Specific comparative financial data or changes in risk factors from a previous filing are not detailed within this excerpt. The key change highlighted is the continuation of a virtual meeting format, which the company believes enhances stockholder access and participation.

Key Financial Figures

• $0.0001 — 0 shares of the Company's common stock, $0.0001 par value per share ("Common Stock"), w

Filing Documents

• psmt-20251219.htm (DEF 14A) — 1057KB
• psmt-20251219_g1.jpg (GRAPHIC) — 45KB
• psmt-20251219_g2.jpg (GRAPHIC) — 22KB
• psmt-20251219_g3.jpg (GRAPHIC) — 6KB
• psmt-20251219_g4.jpg (GRAPHIC) — 125KB
• psmt-20251219_g5.jpg (GRAPHIC) — 113KB
• psmt-20251219_g6.jpg (GRAPHIC) — 119KB
• psmt-20251219_g7.jpg (GRAPHIC) — 101KB
• psmt-20251219_g8.jpg (GRAPHIC) — 104KB
• 0001041803-25-000078.txt ( ) — 3386KB
• psmt-20251219.xsd (EX-101.SCH) — 1KB
• psmt-20251219_htm.xml (XML) — 204KB

From the Filing

psmt-20251219 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 x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o 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): x No fee required. o Fee paid previously with preliminary materials. o 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 2026 ANNUAL MEETING OF STOCKHOLDERS PRICESMART, INC. 9797 Aero Drive, Suite 100 San Diego, California 92123 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. E.S.T. on Thursday, February 5, 2026 . 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/PSMT2026 . 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 executive officers for fiscal year 2025; 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, 2026; and 4. 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 8, 2025 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, 9797 Aero Drive, Suite 100, San Diego, California 92123. 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/PSMT2026 . 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 Patricia M. Klassen Secretary San Diego, California December 19, 2025 PRICESMART, INC. 9797 Aero Drive, Suite 100 San Diego, California 92123 PROXY STATEMENT for ANNUAL MEETING OF STOCKHOLDERS February 5, 2026 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 5, 2026 (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/PSMT2026 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 "Important Information about the Annual Meeting and Voting" beginning on page 3. This Proxy Statement will be first sent to stockholders on or about December 19, 2025

View Full Filing

View this DEF 14A filing on SEC EDGAR