8-K
Where Food Comes From, Inc. (WFCF)
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): February 12, 2024
WHERE
FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 001-40314 | 43-1802805 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer <br><br> Identification No.) |
| 202 6^th^ Street, Suite 400 | ||
| --- | --- | |
| Castle Rock, Colorado | 80104 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(303)895-3002
(Registrant’s Telephone Number, Including Area Code)
Notapplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | WFCF | The<br> NASDAQ Stock Market LLC |
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On February 12, 2024, Mr. Michael D. Smith, a member of the Board of Directors (“Board”) of Where Food Comes From, Inc. (“the Company”), notified the Board that he would not stand for re-election at the 2024 Annual Meeting of Shareholders. Mr. Smith will continue to serve until April 2024, and expressed his desire to continue to advise the Board, as needed, on industry issues. Mr. Smith’s decision was not a result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or procedures. Effective upon Mr. Smith’s resignation as a director, the size of the Company’s Board will be reduced from seven to six directors.
Mr. Smith was elected as a member of the Company’s Board in May 2016. He has been a tremendous Board member that has provided amazing leadership while on the Board. We look forward to continuing to work with Mr. Smith as a friend and advisory member to the Board of Directors. The Company thanks Mr. Smith for his dedicated service.
SIGNATURE
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.
| WHERE FOOD COMES FROM, INC.<br><br> <br>(Registrant) | ||
|---|---|---|
| By: | /s/ Dannette Henning | |
| Date:<br> March 11, 2024 | Dannette<br> Henning | |
| Chief<br> Financial Officer |