ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c)Appointment of COO
PriceSmart, Inc., a Delaware corporation ("PriceSmart" or the "Company"),
previously announced that John D. Hildebrandt had been appointed Acting Chief
Operating Officer, effective March 1, 2022. On May 23, 2022, the Compensation
Committee of the Board of Directors of the Company approved Mr. Hildebrandt's
appointment as Chief Operating Officer in an ongoing, as opposed to acting,
capacity. The Compensation Committee also approved increased compensation for
Mr. Hildebrandt associated with his promotion from Executive Vice
President-Operations to Chief Operating Officer, retroactive to May 1, 2022.
Under his increased compensation, Mr. Hildebrandt's salary increased to $625,000
per year, with a target annual cash incentive award of $250,000 and an annual
equity incentive award equal to $650,000. The Company intends to enter into an
Amended and Restated Employment Agreement between Mr. Hildebrandt and the
Company reflecting these terms. The Compensation Committee also approved a cash
bonus for Mr. Hildebrandt in the amount of $30,000 in recognition of his holding
the Chief Operating Officer position in an acting capacity for the period of
March 1, 2022 to April 30, 2022.
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ITEM 9.01. Exhibits.
(d) The following exhibit is furnished herewith:
Exhibit
?No. Description
104 The cover page from this Current report on Form 8-K, formatted in Inline
XBRL.
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