Village Farms (VFF) 2025 AGM: directors elected, KPMG retained, pay faces dissent

Rhea-AI Filing Summary

Village Farms International, Inc. (VFF) filed an 8-K to disclose the voting results of its 20 June 2025 Annual Meeting of Shareholders (Item 5.07).

Board elections: All eight director nominees were elected to serve until the 2026 meeting. Support ranged from 73.1 % (John P. Henry, David Holewinski) to 98.2 % (Kathleen M. Mahoney). Broker non-votes totaled 21.6 million for each nominee.

Say-on-Pay: The advisory vote on executive compensation passed with 24.0 million votes in favor (75.5 % of votes cast), while 23.6 % opposed and 0.9 % abstained. Although approved, the nearly one-quarter opposition signals some shareholder concern over pay practices.

Auditor ratification: KPMG LLP was re-appointed as independent auditor for FY 2025 with 52.9 million votes for (99.1 %); only 0.9 % withheld. No broker non-votes were recorded.

No other material events, financial results, or strategic actions were reported. The filing is primarily procedural, confirming routine corporate governance matters were approved by shareholders.

Positive

• All eight directors re-elected, ensuring board continuity.
• Auditor KPMG LLP re-appointed with 99 % support, reflecting strong shareholder confidence in financial oversight.
• Say-on-Pay passed, maintaining compensation framework without mandatory changes.

Negative

• Approximately 24 % of votes opposed executive compensation, indicating shareholder concern.
• Three directors received only ~73 % support, below typical governance comfort levels and potentially exposing them to future opposition.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; all items passed but notable 24 % opposition to compensation signals modest governance friction.

The board retained full control, yet three directors received only ~73 % support—below best-practice thresholds and a potential red flag for proxy advisors. The 24 % ‘against’ Say-on-Pay vote exceeds the 10 % tolerance many investors use, indicating elevated scrutiny of remuneration. Nonetheless, auditor approval at 99 % and absence of contested items suggest limited immediate governance risk.

Portfolio Manager

TL;DR: No financial guidance; governance items passed; neutral to share price short term.

The filing lacks earnings or operational data, so valuation drivers remain unchanged. Approval of all proposals avoids governance overhang, while higher dissent on pay is unlikely to trigger activism unless issues persist. Overall impact to VFF’s investment thesis is minimal.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/20/2025 - 05:00 PM Learn about SEC filing dates

FAQ

Which Village Farms (VFF) directors were elected at the 2025 AGM?

All eight nominees—John R. McLernon, John P. Henry, David Holewinski, Kathleen M. Mahoney, Christopher C. Woodward, Carolyn Hauger, Michael A. DeGiglio, and Stephen C. Ruffini—were elected to serve until 2026.

How did shareholders vote on Village Farms’ executive compensation in 2025?

The Say-on-Pay proposal received 24.0 M votes for (75.5 %), 7.5 M against (23.6 %), and 0.28 M abstain (0.9 %).

Was KPMG re-appointed as Village Farms’ auditor for 2025?

Yes. Shareholders supported KPMG LLP with 52.9 M votes for (99.1 %) and 496,928 votes withheld (0.9 %).

Were there any broker non-votes recorded?

Yes, 21.6 M broker non-votes were recorded for director elections and the Say-on-Pay proposal, but none for the auditor vote.

Did the 8-K include any financial results or strategic announcements?

No. The filing was limited to shareholder voting results; it did not disclose earnings, guidance, or strategic transactions.

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)