Welcome to the annual meeting for PriceSmart, Inc. It is now my pleasure to introduce Mr. David Price. Please go ahead, sir.
Good morning, ladies and gentlemen. I'm David Price, Chief Executive Officer of PriceSmart. It is my pleasure to welcome you to the 2026 virtual annual meeting of the company's stockholders. We have stockholders attending via the web portal and the 800 number that we have provided. I'd like to now formally call to order the annual meeting. This meeting is being held to elect directors, to hold an advisory vote on executive compensation, to ratify the selection of Ernst & Young, LLP, as the company's independent registered public accounting firm for the fiscal year ending August 31, 2026, and to transact such other business as may properly come before the meeting. At this time, I would like to introduce the individuals who are 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, and myself, David Price. We are also joined here today by Ernst & Young, our independent auditors. Additionally, I'd like to introduce Francisco Velasco, Executive Vice President, Chief Legal Officer, and Assistant Secretary of PriceSmart, who will now make a preliminary comment.
Good morning, David. Good morning, shareholders. Please note that the statements made during this meeting may contain forward-looking statements concerning the company's anticipated future plans, revenues, and related matters. These forward-looking statements include, but are not limited to, statements containing the words expect, believe, will, may, should, estimate, and similar expressions. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risks detailed in the company's securities report on the Form 10-K, filed with the Securities and Exchange Commission on October 30, 2025. We assume no obligation and explicitly disclaim any duty to update any forward-looking statements to reflect the occurrence of events or circumstances that may arise after the date of this meeting. Now, as Assistant Secretary, I provide a report.
I will now report on the mailing of the notice of annual meeting and proxy materials and advise if there's a quorum present so that we may begin. The notice of meeting, proxy statement, form of proxy, and the company's annual report were all distributed on or about December 19, 2025, to all stockholders of record as of December 8, 2025. As of record date of this meeting, there were 30,816,360 shares entitled to vote. I have the official stockholder list showing the name, address, number of shares held by, held by each stockholder of record, as well as an affidavit certified the mailings. The list and an affidavit of mailings will be available for stockholders desiring to review them.
These shares represented this meeting in person by proxy at least 95% of the shares of common stock outstanding. The total is more than the majority voting power for all shares, and the meeting may proceed.
Thank you. A quorum is present, and the meeting is therefore properly constituted to transact business. The polls for the matters to be voted on at this meeting are now open. Any stockholders who haven't yet voted or wish to change their votes may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their votes, do not need to take any further action. The first proposal for this meeting is the election of directors. The slate of nominees for the board of directors consists of 11 nominees for director. Information about the 11 nominees is set forth on page 5 through 16 of the proxy statement.
The second proposal for this meeting is to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement for this annual meeting. The third proposal for this meeting relates to the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending August 31, 2026. The polls will be closing shortly. If you plan to vote at the meeting, please do so now using the voting button on the web portal. I will now ask the named proxies to cast their ballot, and once they have done so, the polls will be closed. Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 PriceSmart annual meeting of stockholders closed. Mr. Velasco, are the specific results of the balloting available?
Yes, I have received the results from the Inspector of Elections, and I will provide a report on the results. With regard to Proposal 1, the election of directors, a plurality of the shares present and voting in person or by proxy at this meeting, is required to elect directors. Each of the 11 nominees of the slate of nominees for the board of directors has received the affirmative votes of the plurality of the shares present and voting in person or by proxy at this meeting, with each nominee having received considerably more affirmative votes than required for their election.
With regard to proposal two, the advisory vote on executive compensation, and proposal three, the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm, the affirmative vote of a majority of the aggregate shares present and voting in person or by proxy at this meeting is required for approval. The advisory vote on compensation of the named executive officers, as disclosed in the proxy statement for this meeting, was approved by no less than 98% of the shares present and voting in person or by proxy at this meeting. With respect to ratification of the selection of EY, as disclosed in the proxy statement for this meeting, was also approved by no less than 99% of the shares present or voting in person or by proxy at this meeting.
Thank you. I declare the formal meeting to be adjourned.
So we'll welcome any question at this time through the portal. We will wait a minute or so to see if there's any questions coming. We don't see any questions in the portal, but in the event you submit a question, I just want to clarify that we only have limited time to respond to questions, and we're not able to answer questions to the extent the answers would include material non-public information. The SEC has advised 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 requirements of the Regulation FD, which is a regulation that prohibits companies from selectively sharing material public information. If we weren't able to address your question, please see our investor relations page on pricemart.com. You can find all your press...
our press releases and SEC reports there, and if not, you can submit a question or send us an email. So we appreciate it, and thank you for your time.
Thank you very much, everyone.
The meeting has now concluded. Thank you for joining, and have a pleasant day.