Leading Independent Proxy Advisory Firm Glass Lewis Recommends Solera Shareholders Reject Michael Quagliano's "Profoundly Ine...
09 Maio 2014 - 3:43PM
Solera National Bancorp, Inc. (SLRK) ("Solera," the "Company,"
"we," or "us"), the holding company for Solera National Bank, today
announced that Glass Lewis & Co. ("Glass Lewis"), a leading
independent proxy advisory firm, has recommended that Solera
shareholders vote
FOR the director candidates
nominated by Solera's board of directors on the
WHITE proxy card at the Company's 2014 Annual
Meeting of Shareholders to be held on May 22, 2014.
Director Nominees
Regarding the Quagliano nominees, the Glass Lewis report stated
(emphasis added):
"The [Solera] board fairly laments what is a profoundly
inexperienced and unqualified slate of individuals, the
bulk of which have no credible foundation upon which to oversee the
complex operational structure and regulatory obligations attendant
to a publicly traded bank."
"[T]he fact that Mr. Quagliano has proposed himself and two
young family members out of six total nominees suggests there is a
brazen intent to craft a board wholly beholden to his own
perspectives, rather than the interests of Solera's other
shareholders."
"We believe there is no justifiable basis upon which to
suggest retaining a 28-year old Florida horse farm employee and a
21-year old college student in any way serves the interest
of any shareholders other than Mr. Quagliano."
Business Plan
Regarding Mr. Quagliano's plans for the Company, the report said
(emphasis added):
"[T]he strategy promulgated by Mr. Quagliano appears no less
flawed, as he proposes little more than cutting pay, firing
employees and renegotiating existing lease
agreements. The problems with this framework
are glaring and manifold…. [W]e note
the Company has already undertaken a series of terminations under
Mr. Carmichael, including eliminating the entire tier of executive
vice president employees…. Rather than acknowledge this effort, Mr.
Quagliano has found a rather strange bedfellow in Robert Fenton,
himself a former executive vice president of Solera, who was
recently compelled to jointly file a Schedule 13D with Mr.
Quagliano in connection with the current contest. We hardly
consider this association emblematic of any intention to
meaningfully follow through on executive-level terminations with an
even hand."
"Perhaps most damning here, there is a coarse lack of causality
between the absolute performance figures cited by Mr. Quagliano and
the nature of his plans for Solera going forward…. [T]his
concern is exacerbated with reference to Mr. Quagliano's
brash preference for nominating observably ill-equipped
family members to key oversight roles. Further still,
absent a clearly disclosed plan, we believe Mr. Quagliano's lease
renegotiation strategy is a complete
non-starter."
Conclusion
The report concluded that "[g]iven the sum of the foregoing
factors, we strongly believe shareholders should reject Mr.
Quagliano's solicitation in full" (emphasis added).
No matter how many shares you own, your vote is very
important to us. To follow the Glass Lewis recommendation,
Solera's 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 Glass Lewis to
use excerpts 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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