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VersaBank (VBNK) shareholders back board, auditors and by-law change

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

VersaBank reported the results of its 2026 Annual and Special Meeting of Shareholders held in London, Ontario on April 8, 2026. All director nominees listed in the March 9, 2026 Management Information Circular were elected with strong support, generally above 98% of votes cast in favour.

Shareholders also approved the appointment of Ernst & Young LLP as auditors and passed an administrative by-law amendment allowing the roles of President and Chief Executive Officer to be held by separate individuals, providing flexibility for future leadership structure.

Positive

  • None.

Negative

  • None.
Frank Newbould votes in favour 10,971,287 votes Director election at 2026 Annual and Special Meeting
Frank Newbould support percentage 98.55% Percentage of votes cast in favour
Richard Jankura votes in favour 11,111,627 votes Director election at 2026 Annual and Special Meeting
Richard Jankura support percentage 99.81% Percentage of votes cast in favour
Scott Verity support percentage 99.70% Percentage of votes cast in favour
Annual and Special Meeting of Shareholders financial
"VersaBank reports the results of its 2026 Annual and Special Meeting of Shareholders"
A combined reference to the regular yearly gathering where shareholders vote on routine business (annual meeting) and any extra meetings called to decide urgent or specific matters (special meeting). Think of the annual meeting as the company’s yearly check-in and the special meeting as a quick boardroom session called when something important requires shareholder approval; both matter because they determine leadership, major policy, and actions that can change a stock’s value.
Management Information Circular financial
"Each of the director nominees listed in VersaBank’s Management Information Circular dated March 9, 2026"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
by-law amendment financial
"an administrative by-law amendment to allow for the roles of President and Chief Executive Officer"
auditors financial
"the Shareholders also approved the appointment of Ernst & Young LLP as auditors of the Bank"
Auditors are independent professionals who examine a company’s financial records, internal controls and reporting to verify accuracy and uncover errors or fraud. For investors they act like a building inspector for a company’s finances: a clean audit boosts confidence in the numbers used to value the business, while audit issues or qualifications can signal higher risk and affect stock price and access to capital.
Structured Receivable Program financial
"VersaBank launched its unique Structured Receivable Program funding solution for point-of-sale finance companies"
A structured receivable program is a financing arrangement where a company turns its future customer payments into immediate cash by selling or pledging those expected receipts into a dedicated pool or vehicle. Think of it like selling future paychecks today to get money now; investors watch these programs because they change a company’s cash flow and risk profile, can affect reported debt and earnings, and rely on the quality and predictability of the underlying payments.
Real Bank Tokenized financial
"including the Bank’s revolutionary and proprietary Real Bank Tokenized"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2026
Commission File Number: 001-40805
VersaBank
(Exact name of registrant as specified in its charter)
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o



On April 9, 2026, VersaBank issued a press release titled "VersaBank announces the results of its 2026 Meeting of Shareholders", a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.



SIGNATURES
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, thereunto duly authorized.
VERSABANK
Date: April 9, 2026By:/s/ Brent T. Hodge
Name: Brent T. Hodge
Title: SVP & General Counsel



EXHIBIT INDEX
Exhibit
No.
Description
99.1
Press Release dated April 9, 2026 titled "VersaBank announces the results of its 2026 Meeting of Shareholders".

For Immediate Release: April 9, 2026 Attention: Business Editors VERSABANK ANNOUNCES THE RESULTS OF ITS 2026 MEETING OF SHAREHOLDERS LONDON/ON/CNW/ - VersaBank (TSX: VBNK; NASDAQ: VBNK) (“VersaBank” or the “Bank”) reports the results of its 2026 Annual and Special Meeting of Shareholders (the “Meeting”) held in London, Ontario on April 8, 2026. Each of the director nominees listed in VersaBank’s Management Information Circular dated March 9, 2026, were elected as directors of the Bank. The detailed results of the vote are as follows, with percentages rounded to two decimal places: Director Number of Votes Cast Percentage of Votes Cast The Honourable Frank Newbould In Favour: Withheld: 10,971,287 161,216 98.55 1.45 % % Robbert-Jan Brabander In Favour: Withheld: 11,082,921 49,582 99.55 0.45 % % David A. Bratton In Favour: Withheld: 11,002,166 130,336 98.83 1.17 % % Gabrielle Bochynek In Favour: 11,021,423 99.00 % Withheld: 111,080 1.00 % Peter M. Irwin In Favour: 11,001,809 98.83 % Withheld: 130,694 1.17 % Richard Jankura In Favour 11,111,627 99.81 % Withheld: 20,876 0.19 % Arthur Linton In Favour: Withheld: 11,002,167 130,336 98.83 1.17 % % Susan T. McGovern In Favour: Withheld: 10,917,136 215,366 98.07 1.93 % % Scott Verity In Favour: Withheld: 11,099,367 33,136 99.70 0.30 % % David R. Taylor In Favour: Withheld: 11,086,908 45,595 99.59 0.41 % % At the Meeting, the Shareholders also approved the appointment of Ernst & Young LLP as auditors of the Bank and an administrative by-law amendment to allow for the roles of President and Chief Executive Officer to be held by separate individuals.


 

VersaBank’s Voting Results with respect to all matters voted upon at the Meeting will be filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. ABOUT VERSABANK VersaBank is a North American bank with a difference. Federally chartered in both Canada and the U.S., VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity. In August 2024, VersaBank launched its unique Structured Receivable Program funding solution for point- of-sale finance companies, which has been highly successful in Canada for over 15 years, to the underserved multi-trillion-dollar U.S. market. VersaBank also owns Minnesota-based DRT Cyber Inc., a North American leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities. Through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the Bank’s revolutionary and proprietary Real Bank Tokenized DepositsTM. VersaBank’s common shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK. FOR FURTHER INFORMATION, PLEASE CONTACT: LodeRock Advisors Lawrence Chamberlain (416) 540-7486 lawrence.chamberlain@loderockadvisors.com Visit our website at: www.versabank.com Follow VersaBank on Facebook, Instagram, LinkedIn and X.


 

FAQ

What did VersaBank (VBNK) announce in its April 2026 Form 6-K?

VersaBank reported the results of its 2026 Annual and Special Meeting of Shareholders. All nominated directors were elected, Ernst & Young LLP was approved as auditors, and shareholders passed a by-law change allowing the President and Chief Executive Officer roles to be held by separate individuals.

Were VersaBank (VBNK) director nominees elected at the 2026 shareholder meeting?

Yes, all VersaBank director nominees were elected with strong support. Each nominee listed in the March 9, 2026 Management Information Circular received a high percentage of votes in favour, generally above 98%, indicating broad shareholder backing for the existing board slate.

What by-law change did VersaBank (VBNK) shareholders approve in 2026?

Shareholders approved an administrative by-law amendment affecting senior leadership roles. The change allows the positions of President and Chief Executive Officer to be held by separate individuals, giving the bank more flexibility in structuring its executive leadership in the future.

Who did VersaBank (VBNK) shareholders appoint as auditors at the 2026 meeting?

VersaBank shareholders approved Ernst & Young LLP as the bank’s auditors. This appointment was confirmed at the 2026 Annual and Special Meeting of Shareholders, continuing the bank’s external audit oversight by a major international accounting firm.

Where will detailed VersaBank (VBNK) 2026 voting results be available?

VersaBank’s detailed 2026 voting results will be filed on SEDAR+ and EDGAR. The bank stated that complete results for all items voted on at the meeting will be accessible at sedarplus.ca and on the U.S. SEC’s EDGAR system.

What business model does VersaBank (VBNK) describe in this communication?

VersaBank highlights a branchless, digital, business-to-business banking model. It obtains most deposits electronically through financial intermediaries, citing operating leverage and efficiency, and notes its Structured Receivable Program and cyber security subsidiary DRT Cyber Inc. as key parts of its strategy.

Filing Exhibits & Attachments

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