8-K
Village Farms International, Inc. (VFF)
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): May 24, 2022
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Canada | 001-38783 | 98-1007671 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File No.) | (IRS Employee<br><br><br>Identification No.) |
4700-80th Street
Delta, British Columbia Canada
V4K 3N3
(Address of Principal Executive Offices)
(604) 940-6012
(Registrant’s telephone number, including area code)
(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<br><br><br>Symbol(s) | Name of Each Exchange<br><br><br>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 5.07Submission of Matters to a Vote of Security Holders.
On May 24, 2022, Village Farms International, Inc. (the “Company” or “Village Farms”) held its Annual and Special Meeting of Shareholders. For more information about the proposals set forth below, please see the Company’s Definitive Proxy Statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) on April 19, 2022.
Proposal No. 1: The election of the Board of Directors to serve until the 2023 Annual Meeting of Shareholders or until their successors are elected or appointed, received the following votes:
| Nominee | Votes For | % For | Votes Withheld | % Withheld |
|---|---|---|---|---|
| Michael A. DeGiglio | 29,253,775 | 91.80% | 2,613,769 | 8.20% |
| John P. Henry | 30,091,949 | 94.43% | 1,775,595 | 5.57% |
| David Holewinski | 30,002,558 | 94.15% | 1,864,986 | 5.85% |
| John R. McLernon | 29,032,996 | 91.11% | 2,834,548 | 8.89% |
| Stephen C. Ruffini | 29,399,501 | 92.26% | 2,468,043 | 7.74% |
| Christopher C. Woodward | 26,964,813 | 84.62% | 4,902,731 | 15.38% |
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 | % For | Votes Withheld | % Withheld | Invalid |
|---|---|---|---|---|
| 30,076,464 | 94.41% | 1,780,487 | 5.59% | 10,593 |
Proposal No. 3: The determination of the frequency of shareholder approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis, received the following votes:
| 1 Year | % of Voted | 2 Years | % of Voted | 3 Years | % of Voted | Abstain | % of Voted |
|---|---|---|---|---|---|---|---|
| 31,216,837 | 99.74% | 79,877 | 0.26% | 135,578 | 62.93% | 662,765 | 83.02% |
After consideration of the above voting results and other factors, the Company’s board of directors has determined that the Company will hold future non-binding, advisory votes of shareholders to approve the compensation of the named executive officers on an annual basis until the next non-binding shareholder vote on the frequency of shareholder votes on executive compensation, or until the Company’s board of directors otherwise determines a different frequency for such non-binding votes.
Proposal No. 4: The re-appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and the authorization of the Board of Directors of the Company to fix their remuneration, received the following votes:
| Votes For | % For | Votes Against | % Against |
|---|---|---|---|
| 43,710,157 | 99.73% | 119,584 | 0.27% |
Proposal No. 5: The approval of the continuance of the Company under the Business Corporations Act (Ontario), received the following votes:
| Votes For | % For | Votes Against | % Against |
|---|---|---|---|
| 24,932,035 | 78.24% | 6,935,509 | 21.76% |
Item 9.01Financial Statements and Exhibits.
(d) 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.
Date: May 24, 2022
| Village Farms International, Inc. | |
|---|---|
| By: | /s/ Stephen C. Ruffini |
| Name: | Stephen C. Ruffini |
| Title: | Executive Vice President and Chief Financial Officer |