PriceSmart (PSMT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 5, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders can vote online, by phone, mail, or during the virtual meeting using a control number.

• The record date for voting is December 8, 2025, with 30,816,360 shares of common stock outstanding.

Voting matters and shareholder proposals

• Stockholders will vote to elect eleven directors, approve executive compensation for fiscal 2025, and ratify Ernst & Young LLP as auditor for fiscal 2026.

• Advisory say-on-pay vote is non-binding but will be considered in future compensation decisions.

• Proposals require a majority vote, except director elections, which are by plurality.

Board of directors and corporate governance

• Eleven director nominees are presented, with a mix of executive and independent members.

• The board held six meetings in fiscal 2025; all directors attended at least 75% of meetings.

• Committees include Audit, Compensation and Human Capital, Nominating/Corporate Governance, Executive, Finance, and Digital Transformation.

• The board structure includes a Lead Independent Director to ensure oversight.

• Director qualifications emphasize diversity, experience, and independence.