VersaBank (NASDAQ:VBNK) shareholders approved several items of formal business at the company’s annual general meeting, including the appointment of Ernst & Young LLP as auditor, the election of a 10-member board, and a special resolution amending an administrative by-law to allow the Chief Executive Officer and President roles to be held by different individuals.
Formal meeting business: auditor, directors, and by-law change
Chair Frank Newbould, director and chair of the board, opened the meeting by confirming notice had been properly given under the Bank Act and that a quorum was present in person or by proxy. Newbould appointed Stacy Stokley as corporate secretary and named Odyssey Trust representatives Arlene Agnew and Heather Conrad as scrutineers.
The bank then proceeded to the election of directors, which Newbould said is required under the Bank Act to be conducted using cumulative voting and by ballot. Newbould also acknowledged long-serving director Paul Oliver, who chose to step down, thanking him for “all your services.”
The slate of 10 director nominees listed in the management proxy circular included Newbould, David Taylor, Gabrielle Bochynek, Robbert-Jan Brabander, David Bratton, Peter Irwin, Rick Jankura, Arthur Lipton, Sue McGovern, and Scott Verity. Newbould introduced Verity as a new director, noting he had previously been involved in the bank’s audit work at KPMG.
Mike Dixon, senior vice president, nominated the 10 individuals and later moved the resolution to elect them; John Asma, executive vice president, seconded both the nominations and the confirmation resolution. After ballots were distributed and collected, Newbould said scrutineers reported the director election was carried by a majority of votes cast.
An operator stated that voting shareholders voted by proxy, while “only 764,972 shares out of 38,069,044 shares” were represented for a “total of 39.6%.” Newbould added that registered shareholders could request detailed voting information by contacting the secretary of the meeting.
Shareholders also approved a special resolution confirming an amendment to by-law number one, which allows the CEO and President roles to be held by different individuals. Global senior vice president and general counsel Brent Hodge moved the special resolution and Dixon seconded it. Newbould said the by-law change had been approved by the board on May 27, 2025, and required a two-thirds affirmative vote of votes cast; he declared it carried following a show of hands.
CEO remarks: U.S. expansion and “record year”
Following the formal business, founder, president, and CEO David Taylor addressed shareholders, calling the prior year “a great year” and saying the bank had initiated operations in the United States and that it “worked out extremely well.” Taylor said the bank validated its hypothesis that its securitized receivable program would work well in the U.S., adding that it is “working extremely well.”
Taylor also described what he called a “massive reorganization” intended to align the bank’s structure more closely with U.S. banks, referencing a planned U.S. bank holding company named “The Bancorp.” He said the work required significant spending on legal and accounting services, but he expected shareholders would “see the end of these large one-time expenses at the end of this quarter,” referencing April 30.
He characterized the year as a “record year,” stating that “total assets, virtually every category” was moving upward. Taylor said the bank’s model aims for high net interest margin and low expected credit loss provisions, and he discussed operational efficiency as a core objective, projecting that “by the end of the year” the bank “might get down to about $0.25 to earn $1 of revenue.”
Tokenized deposits, stablecoin custody, and regulatory milestones
Taylor focused heavily on digital-asset-related initiatives, describing what he called “the first publicly available, retail available tokenized deposit.” He said the tokenized deposits would be visible through “VersaView” and represented on blockchains including Algorand, Stellar, and Ethereum. Taylor said a milestone would be when “the U.S. government confirm that our tokenized deposits are indeed FDIC-insured,” and added that the bank hoped Canada’s deposit insurer would take similar steps.
As a “precursor” to tokenized deposits, Taylor discussed stablecoins and said VersaBank had been asked to be the custodian for stablecoins in Canada, “the very first one being the QCAD,” adding that another party had recently approached the bank about custody as well. Taylor also said U.S. regulators had clarified that, as a national bank, VersaBank can be a custodian of crypto assets.
Taylor outlined anti-crime controls he said the bank had built into the system, including the ability to trace tokens, lock funds, and “burn” tokens in a wallet, which he said was “music to the ears of a bank regulator.”
Q&A: yields, margins, growth outlook, and restructuring timeline
During a Q&A session, Asma asked what yield the bank could earn on tokenized deposits if approved. Taylor responded that the bank could pay yield “as we see fit,” and said he had in mind “say, 50 basis points,” while investing in U.S. Treasuries at a higher rate, describing the spread opportunity as “manna from heaven.”
Asma also asked about point-of-sale margins in the U.S. Taylor said the bank’s cost of funds in the U.S. was “about 10-15” basis points over U.S. Treasuries, compared with “50-60 basis points” over Government of Canada bonds in Canada. He said the bank was “targeting around 3%” in the U.S., versus “200-250 in Canada, all in,” and expects the U.S. economics to be “a little better.” Taylor added he was working on a mathematical approach to calibrate how much cash is held back for recourse credit risk, suggesting the bank “probably had a bit too much held back” in the early Canadian days.
On scalability, Taylor said the bank had “publicly said we expect about CAD 1 billion more in new receivables going on this year,” and added he had hoped to “triple, quadruple that.”
A shareholder asked for an update on the sale of the cybersecurity business and about licensing software. Taylor said the topics were interconnected and that some parties were interested in a broader technology partnership that would include cybersecurity, potentially serving thousands of smaller U.S. banks with cybersecurity challenges.
In response to an online question about timing for a shareholder vote on the company’s restructuring, Taylor said the next step was filing an updated S-4 with the SEC for acceptance, followed by submissions to regulators on both sides of the border. He suggested the timeline could be “maybe a month all in,” later adding “a month and a half” as a more cautious estimate.
The meeting concluded with recognition for departing director Paul Oliver, who thanked the company and shareholders, saying, “It’s been a great ride, and it’s going to be even a greater ride going forward.”
About VersaBank (NASDAQ:VBNK)
VersaBank is a Canadian Schedule I chartered bank that operates as a fully digital institution, offering a range of deposit and lending solutions through its proprietary technology platform. Headquartered in London, Ontario, the bank has chosen to forego a traditional branch network in favor of online and digital distribution, enabling it to serve clients across Canada and the United States with efficiency and lower overhead.
The bank’s primary business activities include the origination and securitization of commercial loans, equipment financing, residential mortgages and construction loans.
