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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 6th 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

 

 

 

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