Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2020




(Exact name of registrant as specified in its charter)




Canada   001-38783   98-1007671

(State or Other Jurisdiction

of Incorporation)



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





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 5.02

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2020, Village Farms International, Inc. (the “Company”) entered into an employment agreement with Stephen C. Ruffini, its Executive Vice President and Chief Financial Officer.

Mr. Ruffini entered into a three year plus one month employment agreement, effective June 1, 2020, providing the following: (i) an annual base salary of $400,000 with an increase to $440,000 on April 1, 2021; (ii) an annual bonus opportunity up to 50% of the base salary based on quantitative and qualitative performance goals determined by the Chief Executive Officer and/or Compensation Committee; (iii) an option grant on June 1, 2020 to acquire up to 200,000 shares, with a three-year vesting schedule; (iv) participation in the Company’s employment benefit plans and (v) four (4) weeks of vacation. The employment agreement contains severance provisions which provide that upon the termination of his employment without Cause (as described in the employment agreement) or his resignation for Good Reason (as described in the employment agreement), Mr. Ruffini will receive severance compensation payable in a lump sum of cash equal to eighteen (18) months of base salary and a pro-rata bonus amount.

A copy of the employment agreement is filed herewith as Exhibit 10.1.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.





10.1    Employment Agreement, dated as of June 1, 2020, by and between Village Farms International, Inc. and Stephen C. Ruffini.


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: June 4, 2020


Village Farms International, Inc.

/s/ Stephen C. Ruffini

Name:   Stephen C. Ruffini
Title:   Executive Vice President and Chief Financial Officer
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