Village Farms International, Inc.
For the period ended Jun 2, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE AND PROXY STATEMENT
for the
Annual Meeting of Shareholders
to be held on June 2, 2026
April 29, 2026
Notice of 2026 Annual Meeting of Shareholders
NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of shareholders of Village Farms International, Inc. (the “Company”) will be held virtually via live audio webcast online at https://meetnow.global/MSQUUTD on June 2, 2026 at 12:00 P.M. Eastern time.
What the Meeting is About
We will be seeking shareholder votes on the items of business at the Meeting:
to elect the directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are elected or appointed;
to approve the compensation of the Company’s named executive officers on an advisory, non-binding basis; and
to appoint 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.
In addition, at the Meeting, we will receive the consolidated financial statements of the Company for the fiscal year ended December 31, 2025, including the auditor's report therein; and we will transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.
The proxy statement accompanying this notice of meeting provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.
You are entitled to receive notice of and vote at the Meeting, or any adjournment, if you are a holder of common shares of the Company (the “Shares”) at the close of business on April 28, 2026 (the “Record Date”).
You have the right to vote your Shares on items 1 through 3 listed above and any other items that may properly come before the Meeting or any adjournment.
On or about May 6, 2026, we will mail to our Shareholders this Notice of 2026 Annual Meeting of Shareholders, the Proxy Statement, and a form of proxy.
The Meeting will be held virtually, via live audio webcast at https://meetnow.global/MSQUUTD, on June 2, 2026, at 12:00 p.m. Eastern time. To attend and participate, shareholders as of Record Date will need a 16-digit control number, included either on your proxy form or voting instruction form, as applicable Notice of Meeting.
If you are not able to be participate at the Meeting, please exercise your right to by signing and returning the form of proxy or voting instruction form in the return envelope to the Company's registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”) at their offices located at 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1, by mail, or by fax at 1-800-517-4553, or by email at www.investorvote.com no later than 12:00 p.m. (Eastern time) on May 29, 2026 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting.
You are cordially invited to attend our virtual Meeting, but whether or not you expect to attend (via the Internet), you are urged to read our Proxy Statement and to vote and submit your proxy by following the voting procedures described in Notice of Meeting the voting instruction form or on the proxy card, as applicable.
BY ORDER OF THE BOARD OF DIRECTORS
John R. McLernon
Chairman
April 29, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 2, 2026.
Our Notice of 2026 Annual Meeting of Shareholders, Proxy Statement and Annual Report to Shareholders are available on the Company’s website atwww.villagefarms.com in the Investors section under Shareholder Materials.
TABLE OF CONTENTS
| GENERAL INFORMATION ABOUT THE PROXY STATEMENT | 1 |
|---|---|
| QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING YOUR SHARES | 1 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 7 |
| VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES | 7 |
| DELINQUENT SECTION 16(a) REPORTS | 8 |
| RECEIPT OF FINANCIAL STATEMENTS | 9 |
| ITEM NO. 1—ELECTION OF DIRECTORS | 9 |
| Board Recommendation | 12 |
| CORPORATE GOVERNANCE | 12 |
| Board Mandate | 13 |
| Composition and Independence of the Board | 13 |
| Board Oversight of Risk | 13 |
| Nomination of Directors | 14 |
| Diversity | 15 |
| Director Term Limits and Other Mechanisms of Board Renewal | 16 |
| Orientation and Continuing Education | 16 |
| Assessments | 16 |
| Meeting Attendance | 16 |
| Executive Sessions | 16 |
| Code of Ethics and Whistleblower Policy | 17 |
| Disclosure Policy | 17 |
| Insider Trading Policy | 17 |
| Conflicts of Interest and Related Party Transactions | 18 |
| Shareholder Communications with the Board | 18 |
| Board Committees | 18 |
| ITEM NO. 2 — APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ON AN ADVISORY, NON-BINDING BASIS | 20 |
| Board Recommendation | |
| ITEM NO. 3—APPOINTMENT OF AUDITORS | 21 |
| Board Recommendation | 21 |
| Audit, Audit-Related, Tax and Other Fees | 21 |
| Pre-Approval Policies and Procedures | 21 |
| Audit and Risk Committee Report | 22 |
| EXECUTIVE COMPENSATION | 23 |
| Summary Compensation Table | 25 |
| Outstanding Equity Awards at Fiscal Year-End | 26 |
| Pay versus Performance | 28 |
| DIRECTOR COMPENSATION | 31 |
| Overview | 31 |
| Cash Compensation | 31 |
| Director Compensation Table | 31 |
| EQUITY COMPENSATION PLAN INFORMATION | |
| INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON | 32 |
| INTEREST OF RELATED PERSONS IN TRANSACTIONS | 32 |
|---|---|
| 2026 SHAREHOLDER PROPOSALS | 33 |
| HOUSEHOLDING OF ANNUAL PROXY MATERIALS | 34 |
| INDEBTEDNESS | 34 |
| MANAGEMENT CONTRACTS | 34 |
| ADDITIONAL INFORMATION | 34 |
| DIRECTORS’ APPROVAL | 34 |
| APPENDIX A: MANDATE OF THE BOARD OF DIRECTORS | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.