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    Village Farms International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/20/25 5:00:28 PM ET
    $VFF
    Get the next $VFF alert in real time by email
    8-K
    0001584549false00015845492025-06-202025-06-20

     

    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): June 20, 2025

     

     

    VILLAGE FARMS INTERNATIONAL, INC.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Ontario

    001-38783

    98-1007671

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    90 Colonial Parkway

    British Columbia Canada

     

    Lake Mary, Florida

     

    32746

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: (407) 936-1190

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    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:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Common Shares, without par value

     

    VFF

     

    The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     


    Item 5.07 Submission of Matters to a Vote of Security Holders.

    On June 20, 2025, Village Farms International, Inc. (the “Company” or “Village Farms”) held its Annual Meeting of Shareholders. For more information about the proposals set forth below, please see the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on May 12, 2025.

     

    Proposal No. 1: The election of the Board of Directors to serve until the 2026 Annual Meeting of Shareholders or until their successors are elected or appointed, received the following votes:

    Nominee

    Votes For

    % For

    Votes Withheld

    % Withheld

     

    Broker Non-Votes

    John R. McLernon

    28,329,850

     

    89.08%

     

    3,473,392

     

    10.92%

     

    21,628,994

    John P. Henry

    23,246,759

     

    73.10%

     

    8,556,483

     

    26.90%

     

    21,628,994

    David Holewinski

    23,248,967

     

    73.10%

     

    8,554,275

     

    26.90%

     

    21,628,994

    Kathleen M. Mahoney

     

    31,215,666

     

    98.15%

     

    587,576

     

    1.85%

     

    21,628,994

    Christopher C. Woodward

    23,471,704

     

    73.80%

     

    8,331,538

     

    26.20%

     

    21,628,994

    Carolyn Hauger

    30,979,573

     

    97.41%

     

    823,669

     

    2.59%

     

    21,628,994

    Michael A. DeGiglio

     

    31,088,595

     

    97.75%

     

    714,645

     

    2.25%

     

    21,628,993

    Stephen C. Ruffini

    29,696,519

     

    93.38%

     

    2,106,723

     

    6.62%

     

    21,628,994

     

    Proposal No. 2: The approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis, received the following votes:

     

     

     

     

     

     

     

     

     

     

     

     

     

    Votes For

    % of Voted

    Votes Against

    % of Voted

     

    Abstain

     

    % of Voted

     

    Broker Non-Votes

    24,024,452

     

    75.54%

     

    7,500,816

     

    23.59%

     

    277,974

     

    0.87%

     

    21,628,994

     

    Proposal No. 3: Re-appointing KPMG LLP as the independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2025, and authorizing the directors to fix their remuneration:

     

     

     

     

     

     

     

     

     

    Votes For

    % For

    Votes Withheld

    % Withheld

     

    Broker Non-Votes

    52,935,307

     

    99.07%

     

    496,928

     

    0.93%

     

    1

    Item 9.01 Financial Statements and Exhibits

    Exhibit

    Number

    Description

    104

    Cover Page Interactive Data File (embedded within the Inline XBRL document)

     


    SIGNATURES

    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.

     

     

     

    VILLAGE FARMS INTERNATIONAL, INC.

     

     

     

     

    Date:

    June 20, 2025

    By:

    /s/ Stephen C. Ruffini

     

     

     

    Name: Stephen C. Ruffini
    Title: Executive Vice President and Chief Financial Officer
    (Authorized Signatory and Principal Financial and Accounting Officer)

     

     

     

     

     


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