8-K Submission of Matters to a Vote January 2013



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)

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 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:

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
 
 
23,776,064

 
 
 
303,353

 
Gonzalo Barrutieta
 
 
23,807,753

 
 
 
271,664

 
Katherine L. Hensley
 
 
22,377,756

 
 
 
1,701,661

 
Leon C. Janks
 
 
22,880,623

 
 
 
1,198,794

 
Jose Luis Laparte
 
 
23,350,577

 
 
 
728,840

 
Mitchell G. Lynn
 
 
23,812,887

 
 
 
266,530

 
Robert E. Price
 
 
15,810,979

 
 
 
8,268,438

 
Edgar A. Zurcher
 
 
14,811,683

 
 
 
9,267,734

 

2. To approve the PriceSmart, Inc. 2013 Equity Incentive Award Plan:

 
 
Votes For
 
 
 
Votes Against
 
 
 
Abstain
 
 
Total Shares Voted
 
 
21,713,662

 
 
 
1,778,061

 
 
 
587,385

 







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 23, 2013
 
/S/ JOHN M. HEFFNER
 
 
John M. Heffner
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and
 
 
Principal Accounting Officer)