UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549

_____________________

FORM 8-K

____________________



CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): February 2, 2017 

____________________

PriceSmart, Inc.



 

 

(Exact name of registrant as specified in its charter)

Delaware

000-22793

33-0628530

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)



9740 Scranton Road, San Diego, CA 92121

(Address of Principal Executive Offices, including Zip Code)

Registrant's telephone number, including area code: (858) 404-8800 

_____________________



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



 

 □

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 □

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 □

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))

 □

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 



Item 5.07.  Submission of Matters to a Vote of Security Holders.



The Annual Meeting of Stockholders of PriceSmart, Inc (the “Company”) was held on February 1, 2017 at the Company’s headquarters, 9740 Scranton Road, San Diego, CA, 92121.  As of the record date there were 30,406,433 shares outstanding and entitled to vote.  There were 27,442,841 shares voted in person or by proxy.  The results of the stockholder vote are set forth below.









 

 

 

 

1.  To elect directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified:



 

 

 

 



 

Votes For

 

Votes Withheld

Sherry S. Bahrambeygui

 

20,389,242 

 

7,053,599 

Gonzalo Barrutieta

 

14,901,528 

 

12,541,313 

Gordon H. Hanson

 

27,219,504 

 

223,337 

Leon C. Janks

 

20,975,152 

 

6,467,689 

Jose Luis Laparte

 

24,406,780 

 

1,036,061 

Mitchell G. Lynn

 

26,339,838 

 

1,103,003 

Gary Malino

 

27,139,921 

 

302,920 

Pierre Mignault

 

14,888,008 

 

12,554,833 

Robert E. Price

 

25,984,051 

 

1,458,790 

Edgar Zurcher

 

14,897,786 

 

12,545,055 







Item 8.01. Other Events.  



On February 1, 2017, 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, 2017 to stockholders of record as of close of business on February 15, 2017 and $0.35 per share payable on August 31, 2017 to stockholders of record as of the close of business on August 15, 2017.  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.


 



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.







 

 





 

 

Date: February 2, 2017

 

/S/ JOHN M. HEFFNER

 

 

John M. Heffner

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer and

 

 

Principal Accounting Officer)