Form 8-K Village Farms Internatio For: Jun 02
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
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Registrant’s Telephone Number, Including Area Code: |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2026, Village Farms International, Inc. (the “Company” or “Village Farms”) held its Annual Meeting of Shareholders. For more information about the proposals set forth below, please see the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 29, 2026.
Proposal No. 1: The election of the Board of Directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are elected or appointed, received the following votes:
Nominee |
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Votes For |
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% For |
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Votes Withheld |
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% Withheld |
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Broker Non-Votes |
John R. McLernon |
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20,796,037 |
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89.17% |
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2,526,189 |
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10.83% |
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33,747,250 |
John P. Henry |
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20,793,950 |
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89.16% |
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2,528,276 |
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10.84% |
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33,747,250 |
David Holewinski |
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20,924,980 |
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89.72% |
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2,397,247 |
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10.28% |
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33,747,249 |
Kathleen M. Mahoney |
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22,872,105 |
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98.07% |
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450,121 |
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1.93% |
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33,747,250 |
Christopher C. Woodward |
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20,819,241 |
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89.27% |
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2,502,985 |
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10.73% |
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33,747,250 |
Carolyn Hauger |
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22,969,457 |
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98.49% |
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352,766 |
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1.51% |
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33,747,253 |
Michael A. DeGiglio |
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23,080,981 |
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98.97% |
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241,245 |
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1.03% |
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33,747,250 |
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:
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Votes For |
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% of Voted |
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Votes Against |
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% of Voted |
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Abstain |
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% of Voted |
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Broker Non-Votes |
22,207,526 |
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95.22% |
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1,035,201 |
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4.44% |
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79,498 |
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0.34% |
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33,747,251 |
Proposal No. 3: Re-appointing KPMG LLP as the independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2026, and authorizing the directors to fix their remuneration:
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Votes For |
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% For |
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Votes Withheld |
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% Withheld |
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Broker Non-Votes |
56,057,521 |
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98.23% |
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1,011,953 |
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1.77% |
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2 |
Item 7.01 Regulation FD Disclosure.
On June 2, 2026, the Company issued a press release announcing the results of the Annual Meeting of Shareholders. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
Exhibit Number |
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Description |
99.1 |
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104 |
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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.
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VILLAGE FARMS INTERNATIONAL, INC. |
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Date: |
June 2, 2026 |
By: |
/s/ Stephen C. Ruffini |
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Name: Stephen C. Ruffini |
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT
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