Village Farms International, Inc. ($VFF)

Earnings Call Transcript · June 2, 2026

NasdaqCM US Consumer Staples Food Products Shareholder/Analyst Calls

Highlights from the call

In the Annual Meeting of Shareholders held on June 2, 2026, Village Farms International, Inc. (VFF:US) presented no significant financial updates or earnings metrics, as the meeting primarily focused on corporate governance and director elections. The absence of financial results or guidance updates may lead to investor uncertainty regarding the company's performance and future direction. The resignation of Chairman John McLernon after 25 years could also impact investor sentiment as leadership transitions can introduce volatility.

Main topics

  • Leadership Transition: Chairman John McLernon announced his resignation after 25 years, stating, 'It's definitely an honor for me to have worked with this company.' This change in leadership may raise concerns about continuity and strategic direction moving forward.
  • Director Elections: All nominated directors were elected as per the preliminary voting report. This reflects shareholder support for the current board, which may stabilize governance during the leadership transition.
  • Shareholder Engagement: The meeting was conducted virtually, allowing for broader shareholder participation. The company emphasized the efficiency of this format, which may enhance future engagement strategies.
  • Compensation Approval: The compensation of the company's named executive officers was approved on an advisory nonbinding basis, indicating shareholder support for management's remuneration structure.

Key metrics mentioned

  • Common Shares Outstanding: 114,288,686 (as of April 28, 2026, with 49.91% of shares voted in the meeting.)
  • Voting Participation: 49.91% (of outstanding common shares represented at the meeting.)
  • Director Nominees Elected: 7 (all nominees were elected without opposition.)
  • Executive Compensation Approval: Approved (on an advisory nonbinding basis, reflecting shareholder support.)

The absence of financial results and guidance during the Annual Meeting may lead to investor uncertainty, particularly with the upcoming leadership transition. While the election of directors and approval of executive compensation are positive signals, the lack of concrete performance metrics raises concerns. Investors should monitor the company's strategic direction and any future communications from new leadership for potential catalysts or risks.

Earnings Call Speaker Segments

Operator

Operator
#1

Hello, and welcome to the Annual Meeting of Shareholders of Village Farms International, Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you'll be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you'll be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Mr. John R. McLernon, Chairman of the Board of Directors. The floor is yours.

John McLernon

Executives
#2

I'd like to welcome you to our virtual Annual Meeting of Shareholders of Village Farms International, Inc. My name is John McLernon, and I'm Chairman of the Board of Directors of the company, and I'll chair the meeting. On behalf of the Board, our officers and employees, I'd like to thank you for attending our Annual Meeting of Shareholders. We are pleased to again conduct our annual meeting virtually via the web portal. We view this meeting format as a means of providing an efficient meeting process. The meeting will now come to order. Stephen Ruffini, the Chief Financial Officer of the company, will act as Secretary of the meeting, and Computershare will act as scrutineer. The Board of Directors fixed the close of business on April 28, 2026, as the record date for determining the shareholders entitled to vote at the meeting. Notice of the meeting, the related proxy statement and our most recent 10-K were mailed to shareholders on or before May 11, 2026, as confirmed by Computershare and Broadridge. The shareholder list shows that as of the record date, there were 114,288,686 common shares outstanding and entitled to vote. I direct that a copy of the meeting materials, together with the applicable confirmations of mailing be kept with the records of this meeting. I wish to express thanks to those shareholders who have submitted their proxies in advance. The company has received the preliminary scrutineers' report, which indicates that proxies representing a total of 49.91% of our outstanding common shares have been properly deposited prior to the meeting, and I declare that a quorum is present. I'll now proceed with the business of the meeting. The next item is the presentation of the consolidated financial statements of Village Farms, Inc. and its subsidiaries as of December 31, 2025, and the independent auditor's report thereon. I ask Steve Ruffini, the Chief Financial Officer, to table the consolidated financial statements of the company and its subsidiaries as of December 31, 2025. I've been advised by Stephen Ruffini that for efficiency purposes, he's prepared to second each of the upcoming motions in respect to the items of business outlined in the company's proxy statement dated April 29, 2026. Accordingly, I will take such motions as seconded with no further action needed. After presenting all items of business, I'll then ask registered shareholders or their duly appointed proxy holders to cast their votes. We'll now proceed with the election of the directors of the company. 7 directors of the company are to be elected to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. Information regarding the nominees proposed by the management is set out in the company's proxy statement, April 29, 2026. The Board has adopted the majority voting policy that will apply if any of the directors receive a number of for votes that is less than the majority of the votes cast. I have the pleasure of nominating the following persons for election as directors of the company to hold office until the next Annual Meeting of the Shareholders or until their successors are elected or appointed: Michael A. DeGiglio; John P. Henry; John R. McLernon; Christopher C. Woodward; Kathleen M. Mahoney; David Holewinski; and Carolyn Hauger. The company's bylaws require that nominations of directors by shareholders be received by the Board of Directors of the company in a prescribed manner in advance of this meeting in order to be valid. As no nominations were received, I declare that the nominations for directors are closed. Accordingly, I move that each of the above-mentioned persons for the election of directors of the company be elected to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. The next item of business is the approval of the compensation of the company's named executive officers on an advisory nonbinding basis. Accordingly, I move that the company's named executive officers' compensation be approved on an advisory nonbinding basis. The next item of business is the reappointment of the auditors of the company. to hold office until the next annual meeting of shareholders or until successors is named. I'll take a moment to ask any registered holders or duly appointed proxy holders who have not yet voted or who may wish to change their vote with respect to those motions to do so now by clicking on the Vote Here button on the web portal. And following the instructions, you must hit submit for your vote to be counted. We will leave the polls open for a minute for registered holders and proxy holders who have properly logged in with the control numbers and wish to vote. [Voting]

John McLernon

Executives
#3

Now that everyone has had an opportunity to vote on each of the matters, I now declare the polls for the 2026 Village Farms International, Inc. Annual Shareholder Meeting closed. I've been advised by the scrutineer that the preliminary voting report shows that each of the director nominees for the election to the Board have been duly elected and that all other applicable motions have been approved. We will report the final detailed voting results on a Form 8-K in a SEDAR+ filing today's meeting. As there is no further business to be brought forward, it is my responsibility to terminate the meeting. However, I have a couple of thoughts to cover. After some 25 years, I will submit my resignation as Chairman as of the Board meeting following this shareholders' meeting. And I attend to continue as a director of the company. It's definitely an honor for me to have worked with this company, and I really appreciate the relationship I've had with Mike DeGiglio, who's a unique individual who respects his people and his clients and all around. So that's my comments, and I've had a great years as the Chairman. So thank you very much, everyone, for joining us. We thank you for your interest, and you may now disconnect. Thank you.

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