Solera Announces Offer to Implement ISS Report Recommendations
May 20 2014 - 11:36AM
Solera National Bancorp, Inc. (OTCQB:SLRK) ("Solera," the
"Company," "we," or "us"), the holding company for Solera National
Bank, today responded to a second proxy solicitation letter issued
by Michael Quagliano trumpeting an analysis conducted by proxy
advisory firm Institutional Shareholder Services, Inc. ("ISS")
regarding the proxy contest he has initiated to replace the
Company's board of directors. In his letter, he again cites
criticism of the Company contained in the report, and the fact that
ISS recommended that votes be withheld from four of the seven
candidates recommended by the Company's board. This time, however,
he does not even bother to mention the fact that ISS has
recommended that shareholders vote against not some, but all, of
his nominees.
For months, we have attempted to engage in a constructive
dialogue with Mr. Quagliano, only to be met with a categorical
rejection of any arrangement that does not give him and his
nominees, including his girlfriend and daughter, outright control
of the Company, despite their obvious and profound lack of
qualifications. Since he appears to place significant weight
on the ISS report, we are now announcing our offer to fully
implement the ISS recommendations:
(i) ELECT Company
nominees John Carmichael, Ron Eller and David Roberts;
(ii) REJECT all of
Quagliano's nominees; and
(iii) REJECT
Quagliano's proposal to amend the bylaws.
Although not specifically addressed in the ISS report, we would
also agree to nominate two to four additional directors who would
be mutually agreed upon by the existing board and Quagliano,
subject to regulatory approval, in order to adequately staff
relevant board committees. Upon Quagliano's acceptance of this
offer, we are ready to quickly negotiate and enter into a
definitive settlement agreement.
Our offer is being communicated to Mr. Quagliano
contemporaneously with the issuance of this release. We will
promptly disclose his response.
No matter how many shares you own, your vote is very
important to us. To follow the Solera board's recommendations,
shareholders should vote on the WHITE proxy card today FOR all the
Company's director nominees.
If you have any questions, require assistance in
voting your WHITE proxy card, or need additional copies of Solera's
proxy materials, please call Alliance Advisors LLC at the phone
numbers listed below.
ALLIANCE ADVISORS LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Banks and Brokers Call
Collect: (973) 873-7721 Shareholders Call
TOLL-FREE: (855) 737-3177
About Solera National Bancorp, Inc.
Solera National Bancorp, Inc. was incorporated in 2006 to
organize and serve as the holding company for Solera National Bank,
which opened for business in September 2007. Solera National Bank
is a community bank serving emerging businesses in Lakewood,
Colorado with five additional loan production offices throughout
the state. At the core of Solera National Bank is welcoming,
inclusive and respectful customer service, a focus on supporting a
growing and diverse Colorado economy, and a passion to serve the
Hispanic community through service, education and volunteerism. For
more information, please visit http://www.SoleraBank.com.
CONTACT: Solera National Bancorp, Inc.
John P. Carmichael, President & CEO
(303) 937-6422
Solera National Bancorp (PK) (USOTC:SLRK)
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