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): March 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 8.01 Other Events.
On March 24, 2022, the transfer agent for Village Farms International, Inc. (the “Company”) announced that the Company has fixed April 19, 2022 as the record date for the purpose of determining holders of the common shares of the Company entitled to receive notice of and to vote at an annual and special meeting of the Company’s shareholders, to be held virtually on May 24, 2022. The Notice of Meeting and Record Date is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Title |
|---|---|
| 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 hereunto duly authorized.
Date: March 25, 2022
| Village Farms International, Inc. | |
|---|---|
| By: | /s/ Stephen C. Ruffini |
| Name: | Stephen C. Ruffini |
| Title: | Executive Vice President and Chief Financial Officer |
vff-ex991_49.htm
Exhibit 99.1
March 24, 2022510 Burrard St, 3rd Floor
Vancouver BC, V6C 3B9 www.computershare.com
To: All Canadian Securities Regulatory Authorities
NASDAQ Exchange
Subject: VILLAGE FARMS INTERNATIONAL, INC.
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 and Special Meeting |
|---|---|
| Record Date for Notice of Meeting : | April 19, 2022 |
| Record Date for Voting (if applicable) : | April 19, 2022 |
| Beneficial Ownership Determination Date : | April 19, 2022 |
| Meeting Date : | May 24, 2022 |
| Meeting Location (if available) : | Virtual Meeting |
| Issuer sending proxy related materials directly to NOBO: | No |
| Issuer paying for delivery to OBO: | Yes |
| 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.