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
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Date of Report (Date of earliest event reported): June 20, 2025 |
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Ontario |
001-38783 |
98-1007671 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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90 Colonial Parkway British Columbia Canada |
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Lake Mary, Florida |
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32746 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Shares, without par value |
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VFF |
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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:
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Nominee |
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Votes For |
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% For |
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Votes Withheld |
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% Withheld |
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Broker Non-Votes |
John R. McLernon |
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28,329,850 |
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89.08% |
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3,473,392 |
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10.92% |
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21,628,994 |
John P. Henry |
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23,246,759 |
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73.10% |
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8,556,483 |
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26.90% |
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21,628,994 |
David Holewinski |
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23,248,967 |
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73.10% |
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8,554,275 |
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26.90% |
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21,628,994 |
Kathleen M. Mahoney |
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31,215,666 |
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98.15% |
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587,576 |
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1.85% |
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21,628,994 |
Christopher C. Woodward |
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23,471,704 |
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73.80% |
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8,331,538 |
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26.20% |
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21,628,994 |
Carolyn Hauger |
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30,979,573 |
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97.41% |
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823,669 |
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2.59% |
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21,628,994 |
Michael A. DeGiglio |
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31,088,595 |
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97.75% |
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714,645 |
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2.25% |
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21,628,993 |
Stephen C. Ruffini |
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29,696,519 |
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93.38% |
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2,106,723 |
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6.62% |
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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:
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Votes For |
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% of Voted |
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Votes Against |
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% of Voted |
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Abstain |
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% of Voted |
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Broker Non-Votes |
24,024,452 |
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75.54% |
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7,500,816 |
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23.59% |
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277,974 |
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0.87% |
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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:
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Votes For |
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% For |
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Votes Withheld |
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% Withheld |
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Broker Non-Votes |
52,935,307 |
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99.07% |
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496,928 |
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0.93% |
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1 |
Item 9.01 Financial Statements and Exhibits
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Exhibit Number |
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Description |
104 |
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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.
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VILLAGE FARMS INTERNATIONAL, INC. |
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Date: |
June 20, 2025 |
By: |
/s/ Stephen C. Ruffini |
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Name: Stephen C. Ruffini
Title: Executive Vice President and Chief Financial Officer
(Authorized Signatory and Principal Financial and Accounting Officer) |
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