PriceSmart Annual Meeting: Shareholders Re-Elect 11 Directors, OK Pay Plan and EY Auditor in Landslides

Key Points

• Shareholders re-elected all 11 director nominees in a landslide, with each nominee receiving “considerably more” affirmative votes than required.
• The advisory vote on executive compensation passed with no less than 98% support, and ratification of Ernst & Young as PriceSmart’s auditor passed with no less than 99% support.
• At least 95% of outstanding common shares were represented at the virtual annual meeting (record date: 30,816,360 shares), exceeding the quorum requirement.

PriceSmart NASDAQ: PSMT held its 2026 virtual annual meeting of stockholders, led by Chief Executive Officer David Price. The meeting was conducted via a web portal and an 800-number dial-in line and covered the election of directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.

Meeting agenda and director nominees

Price said the meeting was convened to address three proposals and “such other business as may properly come before the meeting.” He introduced the 11 nominees for election to the board of directors:

• Sherry Bahrambeygui
• Jeffrey Fisher
• Gordon Hanson
• Beatriz Infante
• Leon Janks
• Patricia Márquez
• Robert Price
• David Snyder
• John Thelan
• Edgar Zurcher
• David Price

Price also noted that representatives from Ernst & Young, the company’s independent auditors, were present for the meeting.

Forward-looking statements and regulatory caution

Francisco Velasco, executive vice president, chief legal officer, and assistant secretary, opened with a standard caution that statements made during the meeting “may contain forward-looking statements” about anticipated plans, revenues, and related matters. He said such statements may be identified by words such as “expect,” “believe,” “will,” “may,” “should,” and “estimate,” among similar expressions.

Velasco said the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, referencing risks described in the company’s Form 10-K filed with the Securities and Exchange Commission on Oct. 30, 2025. He also stated the company disclaimed any duty to update forward-looking statements after the meeting date.

Quorum and voting procedures

Velasco reported that the notice of the annual meeting and proxy materials—including the proxy statement, form of proxy, and the company’s annual report—were distributed on or about Dec. 19, 2025, to stockholders of record as of Dec. 8, 2025.

As of the record date, Velasco said there were 30,816,360 shares entitled to vote. He reported that at least 95% of the outstanding common shares were represented at the meeting in person or by proxy, which he said exceeded the majority voting power required to proceed.

During the meeting, Price outlined voting procedures for stockholders who had not yet voted or who wanted to change their votes using the web portal, while noting that those who had already voted by proxy, telephone, or internet did not need to take further action. The polls were then closed after the named proxies cast their ballots.

Voting results

Velasco reported the official results from the inspector of elections.

Proposal 1: Election of directors. Velasco said a plurality of shares present and voting was required to elect directors. He reported that each of the 11 nominees received the affirmative votes of a plurality of shares present and voting, and that each nominee received “considerably more” affirmative votes than required for election.

Proposal 2: Advisory vote on executive compensation. Velasco said approval required the affirmative vote of a majority of shares present and voting. The advisory vote to approve compensation of the named executive officers, as disclosed in the proxy statement, passed with no less than 98% of shares present and voting in favor.

Proposal 3: Auditor ratification. Velasco said ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending Aug. 31, 2026 required a majority of shares present and voting. The proposal passed with no less than 99% of shares present and voting in favor.

Adjournment and stockholder questions

Following the vote reports, Price adjourned the formal meeting and invited questions through the portal. No questions were received during the time allotted.

Price also noted the company’s limitations in responding, including that it could not answer questions if doing so would involve material non-public information. He referenced SEC guidance related to Regulation FD, stating that a stockholder meeting that is not open to the public and generally accessible by phone or webcast is not a method of disclosure that complies with Regulation FD requirements.

Price directed investors to the company’s investor relations page at pricemart.com for press releases and SEC reports and said stockholders could submit questions or email the company through that channel. The meeting concluded shortly thereafter.

About PriceSmart NASDAQ: PSMT

PriceSmart, Inc NASDAQ: PSMT is a U.S.-based retailer specializing in membership warehouse clubs. Founded in 1993, the company operates under a business model that offers bulk quantities of goods at discounted prices to individuals and businesses that purchase annual memberships. PriceSmart's value proposition centers on low-cost operations, high-volume purchasing, and a no-frills shopping environment designed to pass savings directly to its members.

The company's product assortment covers a broad range of merchandise categories, including groceries and fresh produce, household essentials, electronics, appliances, office supplies, furniture, and health and beauty items.

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