8-K Feb FY15 Submission of Matters to a Vote of Security Holders



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 3, 2015
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 Annual Meeting of Stockholders of PriceSmart, Inc. (the "Company") was held on February 3, 2015 at the Company's headquarters, 9740 Scranton Road, San Diego, CA 92121. As of the record date there were 30,209,917 shares outstanding and entitled to vote. There were 27,697,159 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
 
 
27,216,852

 
 
 
480,307

 
 
 
Gonzalo Barrutieta
 
 
27,526,231

 
 
 
170,928

 
 
 
Gordon H. Hanson
 
 
27,526,260

 
 
 
170,899

 
 
 
Katherine L. Hensley
 
 
24,500,716

 
 
 
3,196,443

 
 
 
Leon C. Janks
 
 
24,499,657

 
 
 
3,197,502

 
 
 
Jose Luis Laparte
 
 
27,087,405

 
 
 
609,754

 
 
 
Mitchell G. Lynn
 
 
27,038,567

 
 
 
658,592

 
 
 
Robert E. Price
 
 
20,218,587

 
 
 
7,478,572

 
 
 
Edgar A. Zurcher
 
 
24,552,334

 
 
 
3,144,825

 
 
 

2. To approve, by advisory vote, executive compensation.
 
 
 
 
 
 
 
 
 
 
Votes For
 
 
Votes Withheld
 
Abstain
 
Total Shares Voted
 
 
27,634,330

 
 
 
49,903
 
 
12,926
 


Item 8.01. Other Events.

On February 3, 2015, 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 27, 2015 to stockholders of record as of close of business on February 13, 2015 and $0.35 per share payable on August 31, 2015 to stockholders of record as of the close of business on August 14, 2015. 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.












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: February 3, 2015
 
/S/ JOHN M. HEFFNER
 
 
John M. Heffner
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and
 
 
Principal Accounting Officer)