8-K/A
Village Farms International, Inc. (VFF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): April 22, 2024 |
|---|
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
| Ontario | 001-38783 | Not applicable |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 4700-80th Street<br><br>British Columbia Canada | ||
| Delta, British Columbia, Canada | V4K 3N3 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (604) 940-6012 | ||
| --- |
(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>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 8.01 Other Events.
On April 22, 2024 Village Farms International, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial Report") to report the Company's Notice of Meeting an Record Date. The Notice of Meeting and Record Date was filed as exhibit 99.1 to the Initial Report.
This Current Report on Form 8-K/A amends and supplements the Inittial Report to reflect the Company's decision to mail their proxy materials to shareholders instead of providing shareholders access to their proxy materials through notice and access. The Company is expected to mail their proxy materials on or about May 27, 2024. The Company's record date and meeting date remain unchanged.
Item 9.01 Financial Statements and Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Notice of Meeting and Record Date. |
| 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 thereunto duly authorized.
| Village Farms International, Inc. | |||
|---|---|---|---|
| Date: | May 15, 2024 | By: | /s/ Stephen C. Ruffini |
| Stephen C. Ruffini<br>Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
| Date: May 15, 2024 |  <br><br>510 Burrard St, 3rd Floor<br>Vancouver BC, V6C 3B9<br>www.computershare.com |
|
|---|---|---|
| To: | All Canadian Securities Regulatory Authorities | |
| NASDAQ Exchange |
Subject: VILLAGE FARMS INTERNATIONAL, INC. (AMENDED – SEE THE HIGHLIGHTED)
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting Type : | Annual General Meeting |
|---|---|
| Record Date for Notice of Meeting : | May 17, 2024 |
| Record Date for Voting (if applicable) : | May 17, 2024 |
| Beneficial Ownership Determination Date : | May 17, 2024 |
| Meeting Date : | June 28, 2024 |
| Meeting Location (if available) : | Virtual Meeting |
| Issuer sending proxy related materials directly to NOBO: | No |
| Issuer paying for delivery to OBO: | No |
| Notice and Access (NAA) Requirements: | |
| NAA for Beneficial Holders | No |
| NAA for Registered Holders | No |
Voting Security Details:
| Description | CUSIP Number | ISIN |
|---|---|---|
| COMMON SHARES | 92707Y108 | CA92707Y1088 |
Sincerely,
Computershare
Agent for VILLAGE FARMS INTERNATIONAL, INC.