PRICESMART INC 8-K

What Happened

• PriceSmart, Inc. (PSMT) filed an 8-K reporting results of its virtual Annual Meeting held Feb 5, 2026 and a Board declaration of its annual cash dividend. All Board nominees were re-elected by plurality vote, stockholders approved the advisory (say‑on‑pay) vote for fiscal 2025 compensation, and ratified Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending Aug 31, 2026. The Board also declared a $1.40 annual cash dividend payable in two $0.70 installments (Feb 27, 2026 and Aug 31, 2026).

Key Details

• Shares and voting: 30,816,360 shares outstanding as of the record date; 29,508,948 shares voted (in person or by proxy) at the meeting.
• Director elections: Each Board nominee received a plurality and was re‑elected. (Notable vote example: Edgar Zurcher — 26,039,049 For; 2,676,138 Withheld.)
• Say‑on‑pay: Advisory approval for named executive officer compensation — For: 28,290,908; Against: 413,826; Abstain: 10,453; Broker non‑votes: 793,761.
• Auditor ratification: Ernst & Young LLP ratified — For: 29,255,505; Against: 245,750; Abstain: 7,693.
• Dividend: $1.40 per share total; $0.70 payable Feb 27, 2026 to holders of record Feb 17, 2026, and $0.70 payable Aug 31, 2026 to holders of record Aug 17, 2026. Board noted future dividends remain subject to its discretion.

Why It Matters

• For investors this confirms board continuity and governance matters (auditor and pay approval) were supported by shareholders, reducing near‑term governance uncertainty. The declared $1.40 annual dividend provides a concrete cash return schedule for 2026, though future dividends remain at the Board’s discretion based on financial results and capital needs.