XML 13 R2.htm IDEA: XBRL DOCUMENT v3.25.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Aug. 31, 2025
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2022
Aug. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based on:
Fiscal Year
Summary Compensation Table Total for PEO ($)(1)
Compensation Actually Paid to PEO ($)(2)
Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)
Average Compensation Actually Paid to Non-PEO NEOs ($)(4)
Total Stockholder Return ($)(5)
Peer Group
 Total
 Stockholder
 Return
($)(6)
Net Income
($)(7)
(in thousands)
Adjusted
 Operating
 Income
($)(8)
(in thousands)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Robert E. PriceSherry S. BahrambeyguiRobert E. PriceSherry S. Bahrambeygui
2025 $— N/A$— N/A$1,991,879 $3,372,505 $175 $156 $147,887 $237,588 
2024 
(9)
— N/A— N/A6,102,552 7,396,819 144 127 138,875 220,944 
2023 — $8,595,042 — $5,356,031 1,821,651 1,994,183 125 103 109,205 205,128 
2022 N/A10,182,186 N/A7,318,252 1,634,296 1,282,072 98 90 104,553 178,592 
2021 N/A7,550,113 N/A9,430,543 1,260,906 1,631,591 130 113 981,590 151,678 
        
Company Selected Measure Name Adjusted operating income        
Named Executive Officers, Footnote The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our Chief Executive Officer) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of the NEOs (excluding our Chief Executive Officer) included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2025, Gualberto Hernandez, Michael L. McCleary, John D. Hildebrandt, Francisco Velasco and David N. Price; (ii) for 2024, Mr. McCleary, Mr. Hildebrandt, Mr. Velasco and Mr. D. Price; (iii) for 2023, Mr. McCleary, Mr. Hildebrandt, Mr. Velasco, Ana Luisa Bianchi and Nicolas Maslowski; (iv) for 2022, Mr. McCleary, Mr. Hildebrandt, Mr. Velasco, Juan Ignacio Biehl and William J. Naylon; and (v) for 2021, Mr. McCleary, Mr. Naylon, Mr. Velasco and Mr. Hildebrandt.        
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 500 Consumer Discretionary Distribution & Retail Index over the same period.        
PEO Total Compensation Amount     $ 8,595,042 $ 10,182,186 $ 7,550,113
PEO Actually Paid Compensation Amount     5,356,031 7,318,252 9,430,543
Adjustment To PEO Compensation, Footnote
(2)The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Mr. Price and Ms. Bahrambeygui, as computed in accordance with Item 402(v) of Regulation S-K, for the fiscal years in which each served as our Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to him during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table total compensation for each year to determine the compensation actually paid for the relevant fiscal year:
YearReported Summary Compensation Table Total for PEO ($)
Reported Value of Equity Awards ($)(a)
Equity Award Adjustments ($)(b)
Compensation Actually Paid to PEO ($)
Mr. Price
2025$— $— $— $— 
2024— — — — 
2023— — — — 
Ms. Bahrambeygui
2025N/AN/AN/AN/A
2024N/AN/AN/AN/A
2023$8,595,042 $(6,237,921)$2,998,910 $5,356,031 
202210,182,186 (6,286,988)3,423,054 7,318,252 
20217,550,113 (3,576,958)5,457,388 9,430,543 
(a)The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Option Awards” column of the “Summary Compensation Table” for the applicable year.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The Company did not (i) grant any equity awards that were granted and vested in the same year or (ii) pay any dividends or other earnings on equity awards that are not otherwise reflected in the fair value of the equity award. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year-end Fair Value of Unvested Equity Awards Granted in the Year ($)
Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)
Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($)Total Equity Award Adjustments ($)
Price, Robert E.
2025$— $— $— $— $— $— $— 
2024— — — — — — — 
2023— — — — — — — 
Bahrambeygui, Sherry S.
2025N/AN/AN/AN/AN/AN/AN/A
2024N/AN/AN/AN/AN/AN/AN/A
2023$2,919,221 $— $2,471,250 $(448,033)$(1,943,528)$— $2,998,910 
20223,868,201 (503,048)1,127,973 (476,450)(593,624)— 3,423,054 
20213,180,659 432,177 1,210,595 (633,958)— — 5,457,388 
        
Non-PEO NEO Average Total Compensation Amount $ 1,991,879 $ 6,102,552 1,821,651 1,634,296 1,260,906
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,372,505 7,396,819 1,994,183 1,282,072 1,631,591
Adjustment to Non-PEO NEO Compensation Footnote
(4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our Chief Executive Officer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our Chief Executive Officer) during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of the NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our Chief Executive Officer) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:
YearAverage Reported Summary Compensation Table Total for Non-PEO NEOs ($)
Average Reported Value of Equity Awards ($)
Average Equity Award Adjustments ($)(a)
Average Compensation Actually Paid to Non-PEO NEOs ($)
2025$1,991,879 $(1,229,022)$2,609,648 $3,372,505 
20246,102,552 (4,907,780)6,202,047 7,396,819 
20231,821,651 (614,734)787,266 1,994,183 
20221,634,296 (586,315)234,091 1,282,072 
20211,260,906 (368,831)739,516 1,631,591 
(a)    The amounts deducted or added in calculating the total average equity award adjustments are as follows:
YearYear-end Fair Value of Unvested Equity Awards Granted in the Year ($)
Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)
Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)Total Equity Award Adjustments ($)
2025$1,482,011 $1,054,736 $— $72,901 $— $— $2,609,648 
20246,123,958 59,009 — 19,080 — — 6,202,047 
2023624,093 44,866 178,658 33,492 (93,842)— 787,266 
2022295,066 (61,519)105,339 (104,796)— — 234,091 
2021342,290 159,235 110,223 127,768 — — 739,516 
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and the S&P 500 Consumer Discretionary Distribution & Retail Index
The following graph sets forth the relationship between the compensation actually paid to Mr. Price, Ms. Bahrambeygui (the prior Chief Executive Officer), the average amount of compensation actually paid to our other NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years and the TSR of the S&P 500 Consumer Discretionary Distribution & Retail Index over the same period.

8434
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
The following graph sets forth the relationship between the compensation actually paid to Mr. Price, Ms. Bahrambeygui, the average amount of compensation actually paid to our other NEOs, the average amount of compensation actually paid to our other NEOs, and the Company’s net income over the five most recently completed fiscal years.
8817
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Adjusted Operating Income
The following graph sets forth the relationship between compensation actually paid to Mr. Price, Ms. Bahrambeygui, the average amount of compensation actually paid to our other NEOs, the average amount of compensation actually paid to our other NEOs, and our adjusted operating income during the five most recently completed fiscal years.
9218
        
Total Shareholder Return Vs Peer Group
Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and the S&P 500 Consumer Discretionary Distribution & Retail Index
The following graph sets forth the relationship between the compensation actually paid to Mr. Price, Ms. Bahrambeygui (the prior Chief Executive Officer), the average amount of compensation actually paid to our other NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years and the TSR of the S&P 500 Consumer Discretionary Distribution & Retail Index over the same period.

8434
        
Tabular List, Table Adjusted operating income
•Net merchandise sales
•Net merchandise sales—constant currency 		       
Total Shareholder Return Amount $ 175 144 125 98 130
Peer Group Total Shareholder Return Amount 156 127 103 90 113
Net Income (Loss) $ 147,887,000 $ 138,875,000 $ 109,205,000 $ 104,553,000 $ 981,590,000
Company Selected Measure Amount 237,588,000 220,944,000 205,128,000 178,592,000 151,678,000
Additional 402(v) Disclosure The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.“Adjusted operating income” is measured as reported operating income adjusted for items that are not the result of our normal operations. For fiscal year 2025, the Compensation Committee approved add backs for the impact for the impact of our change in the foreign exchange accrual impacting operating income, the CFO transition, the corporate headquarters relocation and the closure of some of our produce distribution centers. For fiscal year 2024, no add backs were included. For fiscal year 2023, the Compensation Committee approved add backs for the impact of separation costs associated with our Chief Executive Officer departure, less savings associated with our Interim CEO’s choosing to decline to receive compensation for his services; the write-off of certain VAT receivables following unfavorable court rulings; $2.1 million of Aeropost-related write-offs in the first quarter of fiscal year 2023 and $660,000 of a receivable written-off in connection with the settlement in the third quarter of fiscal year 2023 of a claim for indemnification from the buyer of the Aeropost business; a $5.1 million adjustment representing 50% of impairment and closure costs and other unbudgeted losses associated with our Trinidad sustainable packaging plant; and a $9.2 million charge to settle minimum tax litigation in one of our markets. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that adjusted operating income is the financial performance measure that, in the Company’s and the Compensation Committee’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Reconciliation and further information for adjusted operating income in the most recent two years can be found on Appendix A.
(9)Amounts in column (d) and (e) for fiscal year 2024 reflect the impact of significant grants made in fiscal year 2024 in connection with the Compensation Committee’s determination in October 2023 (fiscal year 2024) to move from grants with three years of vesting to grants with five years of vesting. The Company does not expect to repeat these significant adjustment grants in future periods.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted operating income        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net merchandise sales        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net merchandise sales—constant currency        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (6,237,921) $ (6,286,988) $ (3,576,958)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     2,998,910 3,423,054 5,457,388
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     2,919,221 3,868,201 3,180,659
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 (503,048) 432,177
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     2,471,250 1,127,973 1,210,595
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (448,033) (476,450) (633,958)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (1,943,528) (593,624) 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,229,022) $ (4,907,780) (614,734) (586,315) (368,831)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,609,648 6,202,047 787,266 234,091 739,516
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,482,011 6,123,958 624,093 295,066 342,290
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,054,736 59,009 44,866 (61,519) 159,235
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 178,658 105,339 110,223
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 72,901 19,080 33,492 (104,796) 127,768
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 (93,842) 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0