Form 8-K - Current report

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 or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

202 6^th Street, Suite 400
Castle Rock, Colorado		80104
(Address of Principal Executive Offices)		(Zip Code)

(303) 895-3002

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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 Stock, $0.001 par value		WFCF		The NASDAQ Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain 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. (Registrant)

	By:	/s/ Dannette Henning
Date: March 11, 2024		Dannette Henning
		Chief Financial Officer

Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2024
Entity File Number	001-40314
Entity Registrant Name	WHERE FOOD COMES FROM, INC.
Entity Central Index Key	0001360565
Entity Tax Identification Number	43-1802805
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	th
Entity Address, Address Line Two	Street
Entity Address, Address Line Three	Suite 400
Entity Address, City or Town	Castle Rock
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80104
City Area Code	(303)
Local Phone Number	895-3002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	WFCF
Security Exchange Name	NASDAQ
Entity Information, Former Legal or Registered Name	Not applicable