false 0001584549 0001584549 2022-05-24 2022-05-24

 

 

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

of Incorporation)

 

(Commission

File No.)

 

(IRS Employee

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

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 5.07Submission 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

 

 

Village Farms (NASDAQ:VFF)
Historical Stock Chart
Von Jun 2022 bis Jul 2022 Click Here for more Village Farms Charts.
Village Farms (NASDAQ:VFF)
Historical Stock Chart
Von Jul 2021 bis Jul 2022 Click Here for more Village Farms Charts.