Solera Responds to Quagliano Proxy Solicitation Letter Touting a Report That Recommends Rejection of His Nominees
15 Mayo 2014 - 1:29PM
Solera National Bancorp, Inc. (OTCQB:SLRK) ("Solera," the
"Company," "we," or "us"), the holding company for Solera National
Bank, today responded to a proxy solicitation letter issued by
Michael Quagliano on May 14, 2014. In Mr. Quagliano's letter, he
cites 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. As he
points out, the ISS report contains some criticism of the Company,
including regarding its historical financial performance. As we
have disclosed in prior communications, the Company's new
management is working to address its operational issues by
returning it to its historical strategy of focusing on Hispanic and
other underserved markets in the communities in which it operates,
and these efforts are showing results.
What Quagliano glosses over in the ISS
report is its recommendation that shareholders reject his
slate. The report states (emphasis added):
"When the dissidents are seeking board
control, ISS looks for a well-reasoned and detailed business plan
(including the dissident's strategic initiatives), a transition
plan that describes how the change in control of the company will
be effected, and where management continuity may be an issue, the
identification of a qualified and credible new management team.
The dissident [i.e., Mr. Quagliano],
however, has not presented a detailed plan. In such a situation,
shareholders would not have sufficient information to form a
judgment of whether support for such a drastic move is warranted,
given the risk of unintended consequences. Furthermore, the skills
and experience of certain of the dissident nominees – for example,
horse sales and horse farm operations, or the shareholder's
daughter, an undergraduate student with Excel skills – do not
appear meaningful for directors of a small, publicly-held bank.
As the dissident did not
provide a case for change at the board level or a detailed plan,
and has not nominated a slate of candidates clearly appropriate to
addressing the company's challenges, support for the dissident
nominees is not warranted."
As we have previously disclosed,
independent proxy advisory firm Glass Lewis & Co. has also
recommended against the election of Mr. Quagliano's nominees,
noting in particular their abject lack of relevant experience and
qualifications. In other words, both of the country's
leading independent proxy advisory firms recommend that
shareholders reject Quagliano's
slate.
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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.
* Permission was neither sought nor obtained from ISS to use the
excerpt from their report.
CONTACT: Solera National Bancorp, Inc.
John P. Carmichael, President & CEO
(303) 937-6422
Solera National Bancorp (PK) (USOTC:SLRK)
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