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 22, 2013
PriceSmart, Inc.
(Exact name of registrant as specified in its charter)
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| 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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b)) |
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| 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 22, 2013 at the Company's headquarters, 9740 Scranton Road, San Diego, CA 92121. As of the record date there were 30,215,819 shares outstanding and entitled to vote, 24,079,417 shares were voted in person or by proxy. The results of the stockholder votes are set forth below:
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| 1. To elect directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified: |
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| | | Votes For | | | | Votes Withheld | | |
| Sherry S. Bahrambeygui | | | 23,776,064 |
| | | | 303,353 |
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| Gonzalo Barrutieta | | | 23,807,753 |
| | | | 271,664 |
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| Katherine L. Hensley | | | 22,377,756 |
| | | | 1,701,661 |
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| Leon C. Janks | | | 22,880,623 |
| | | | 1,198,794 |
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| Jose Luis Laparte | | | 23,350,577 |
| | | | 728,840 |
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| Mitchell G. Lynn | | | 23,812,887 |
| | | | 266,530 |
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| Robert E. Price | | | 15,810,979 |
| | | | 8,268,438 |
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| Edgar A. Zurcher | | | 14,811,683 |
| | | | 9,267,734 |
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| 2. To approve the PriceSmart, Inc. 2013 Equity Incentive Award Plan: |
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| | | Votes For | | | | Votes Against | | | | Abstain | | |
| Total Shares Voted | | | 21,713,662 |
| | | | 1,778,061 |
| | | | 587,385 |
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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.
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| Date: January 23, 2013 | | /S/ JOHN M. HEFFNER |
| | | John M. Heffner |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer and |
| | | Principal Accounting Officer) |
