VersaBank 6-K, filed Apr 21, 2022
VersaBank (VBNK)
About this 6-K
VersaBank filed this 6-K on April 21, 2022.
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, 2022
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 ¨ 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): ¨
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): ¨
On April 21, 2022, VersaBank issued a report of voting results and a press release, copies of which are furnished as Exhibit 99.1 and 99.2 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibit 99.1 and 99.2) 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 21, 2022 | By: |
/s/ Brent T. Hodge | ||||
| Name: | Brent T. Hodge | |||||
| Title: | General Counsel & Corporate Secretary
| |||||
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | VersaBank Report of Voting Results. | |
| 99.2 | VersaBank Announces the Results of Its 2022 Meeting of Shareholders. | |
Exhibit 99.1
VERSABANK
Annual Meeting of Shareholders
Toronto, Ontario – Wednesday, April 20, 2022
REPORT OF VOTING RESULTS
In accordance with section 11.3 of NI 51-102 - Continuous Disclosure Obligations, the following sets out the voting results of the matters voted on at the Annual Meeting of Shareholders of VersaBank (the “Bank”) held on April 20, 2022. Each of the matters set out below is described in greater detail in the Management Proxy Circular mailed to shareholders prior to the meeting.
| 1. | Election of Directors |
Each of the following nominees was elected as a director of the Bank.
| NOMINEE | FOR | % FOR | WITHHELD | % WITHHELD |
| Robbert-Jan Brabander | 17,450,668 | 93.96 | 1,121,727 | 6.04 |
| David A. Bratton | 16,593,246 | 89.34 | 1,979,149 | 10.66 |
| Gabrielle Bochynek | 17,414,616 | 93.77 | 1,157,779 | 6.23 |
| R.W. (Dick) Carter | 10,579,380 | 56.96 | 7,993,015 | 43.04 |
| The Honourable Thomas A. Hockin | 17,449,267 | 93.95 | 1,123,128 | 6.05 |
| Peter M. Irwin | 17,449,768 | 93.96 | 1,122,627 | 6.04 |
| Arthur Linton | 17,451,368 | 93.96 | 1,121,027 | 6.04 |
| Susan T. McGovern | 17,413,644 | 93.76 | 1,158,751 | 6.24 |
| Paul G. Oliver | 17,452,198 | 93.97 | 1,120,197 | 6.03 |
| David R. Taylor | 17,453,986 | 93.98 | 1,118,409 | 6.02 |
| 2. | Appointment of Auditors |
KPMG LLP was appointed as auditors of the Bank.
| FOR | % FOR | WITHHELD | % WITHHELD |
| 13,395,576 | 65.72 | 6,987,711 | 34.28 |
Dated this 21st day of April 2022.
VERSABANK
/s/ Brent T. Hodge
______________________________
Brent T. Hodge
VP, General Counsel & Corporate Secretary
Exhibit 99.2
For Immediate Release: April 21, 2022
Attention: Business Editors
VERSABANK ANNOUNCES THE RESULTS OF ITS 2022 MEETING OF SHAREHOLDERS
LONDON/ON/CNW/ - VersaBank (TSX: VBNK; NASDAQ: VBNK) (“VersaBank” or the “Bank”) reports the results of its 2022 Annual Meeting of Shareholders (the “Meeting”) held in Toronto, Ontario on April 20, 2022.
Each of the director nominees listed in VersaBank’s Management Information Circular dated March 3, 2022 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 | ||
| Robbert-Jan Brabander | In Favour: Withheld: |
17,450,668 1,121,727 |
93.96 6.04 |
% % |
| David A. Bratton | In Favour: Withheld: |
16,593,246 1,979,149 |
89.34 10.66 |
% % |
| Gabrielle Bochynek | In Favour: | 17,414,616 | 93.77 | % |
| Withheld: | 1,157,779 | 6.23 | % | |
| R.W. (Dick) Carter | In Favour: Withheld: |
10,579,380 7,993,015 |
56.96 43.06 |
% % |
| The Honourable Thomas A. Hockin | In Favour: Withheld: |
17,449,267 1,123,128 |
93.95 6.05 |
% % |
| Peter M. Irwin | In Favour: | 17,449,768 | 93.96 | % |
| Withheld: | 1,122,627 | 6.04 | % | |
| Arthur Linton | In Favour: Withheld: |
17,451,368 1,121,027 |
93.96 6.04 |
% % |
| Susan T. McGovern | In Favour: Withheld: |
17,413,644 1,158,751 |
93.76 6.24 |
% % |
| Paul G. Oliver | In Favour: Withheld: |
17,452,198 1,120,197 |
93.97 6.03 |
% % |
| David R. Taylor | In Favour: Withheld: |
17,453,986 1,118,409 |
93.98 6.02 |
% % |
At the Meeting, the Shareholders also approved the re-appointment of KPMG LLP as auditors of the Bank.
VersaBank’s Voting Results with respect to all matters voted upon at the Meeting will be filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.
ABOUT VERSABANK
VersaBank is a Canadian Schedule I chartered bank with a difference. VersaBank became the world’s first fully digital financial institution when it adopted its highly efficient business-to-business model using its proprietary state-of-the-art financial technology to profitably address underserved segments of the Canadian banking market in the pursuit of superior net interest margins while mitigating risk. VersaBank obtains all of its deposits and provides the majority of its loans and leases electronically, with innovative deposit and lending solutions for financial intermediaries that allow them to excel in their core businesses. In addition, leveraging its internally developed IT security software and capabilities, VersaBank established wholly owned, Washington, DC-based subsidiary, DRT Cyber Inc. to pursue significant large-market opportunities in cyber security and develop innovative solutions to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities on a daily basis.
VersaBank’s Common Shares trade on the Toronto Stock Exchange (“TSX”) and on Nasdaq under the symbol VBNK. Its Series 1 Preferred Shares trade on the TSX under the symbol VBNK.PR.A.
FOR FURTHER INFORMATION, PLEASE CONTACT:
LodeRock Advisors Lawrence Chamberlain (416) 519-4196 lawrence.chamberlain@loderockadvisors.com
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Visit our website at: www.versabank.com
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