form8k.htm


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):  January 25, 2012
 


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):

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

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

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

o
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 Company’s Annual Meeting of Stockholders was held on January 25, 2012 at the Company’s headquarters, 9740 Scranton Road, San Diego, CA 92121. As of the record date there were 29,900,030 shares outstanding and entitled to vote, 23,226,710 shares were voted in person or by proxy.  The results of the stockholder votes 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
    23,075,553       151,157  
Gonzalo Barrutieta
    23,100,464       126,246  
Katherine L. Hensley
    22,075,806       1,150,904  
Leon C. Janks
    22,075,850       1,150,860  
Lawrence B. Krause
    22,075,687       1,151,023  
Jose Luis Laparte
    23,016,238       210,472  
Mitchell G. Lynn
    22,778,333       448,377  
Robert E. Price
    15,262,902       7,963,808  
  Edgar A. Zurcher
    22,091,332       1,135,378  
 

 
 2.  
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the ensuing year:

                   
   
Votes For
   
Votes Against
   
Abstain
 
Total Shares Voted
    23,023,222       65,532       137,956  


 
 3.  
To recommend, on a non-binding advisory basis, the frequency of future advisory votes on named executive officer compensation:

                         
   
1 Year
   
2 Years
   
3 Years
   
Abstain
 
Total Shares Voted
    10,043,695       77,672       12,970,908       134,435  




 
 
 
 

 
 
 
 
 
SIGNATURE
 
 
        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: January 27, 2012
 
/S/ JOHN M. HEFFNER
   
John M. Heffner
   
Executive Vice President and Chief Financial Officer
   
(Principal Financial Officer and
   
Principal Accounting Officer)