Village Farms International, Inc.

0001584549 false 0001584549 2026-06-02 2026-06-02 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 Date of Report (Date of earliest event reported): June 02, 2026 VILLAGE FARMS INTERNATIONAL, INC. (Exact name of Registrant as Specified in Its Charter) Ontario 001-38783 98-1007671 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 90 Colonial Parkway Lake Mary , Florida 32746 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (407) 936-1190 (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 5.07 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 Votes For % For Votes Withheld % Withheld Broker Non-Votes John R. McLernon 20,796,037 89.17% 2,526,189 10.83% 33,747,250 John P. Henry 20,793,950 89.16% 2,528,276 10.84% 33,747,250 David Holewinski 20,924,980 89.72% 2,397,247 10.28% 33,747,249 Kathleen M. Mahoney 22,872,105 98.07% 450,121 1.93% 33,747,250 Christopher C. Woodward 20,819,241 89.27% 2,502,985 10.73% 33,747,250 Carolyn Hauger 22,969,457 98.49% 352,766 1.51% 33,747,253 Michael A. DeGiglio 23,080,981 98.97% 241,245 1.03% 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: Votes For % of Voted Votes Against % of Voted Abstain % of Voted Broker Non-Votes 22,207,526 95.22% 1,035,201 4.44% 79,498 0.34% 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: Votes For % For Votes Withheld % Withheld Broker Non-Votes 56,057,521 98.23% 1,011,953 1.77% 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 Description 99.1 Press Release dated June 2, 2026 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. VILLAGE FARMS INTERNATIONAL, INC. Date: June 2, 2026 By: /s/ Stephen C. Ruffini Name: Stephen C. Ruffini Title: Executive Vice President and Chief Financial Officer