PriceSmart 8K 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): 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:

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

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

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)

PriceSmart (PSMT) 8-KSubmission of Matters to a Vote of Security Holders