May152014DEFA14A
|
| | | |
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
SCHEDULE 14A |
|
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) |
|
Filed by the Registrant ý |
|
Filed by a Party other than the Registrant ¨ |
|
Check the appropriate box: |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
ý | Definitive Additional Materials |
o | Soliciting Material under §240.14a-12 |
|
Solera National Bancorp, Inc. |
(Name of Registrant as Specified In Its Charter) |
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
|
Payment of Filing Fee (Check the appropriate box): |
ý | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| | |
| (2) | Aggregate number of securities to which transaction applies: |
| | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | |
| (4) | Proposed maximum aggregate value of transaction: |
| | |
| (5) | Total fee paid: |
| | |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| | |
| (2) | Form, Schedule or Registration Statement No.: |
| | |
| (3) | Filing Party: |
| | |
| (4) | Date Filed: |
| | |
FOR IMMEDIATE RELEASE
Solera Responds to Quagliano Proxy Solicitation Letter Touting a Report That Recommends Rejection of his Nominees
LAKEWOOD, Colo., May 15, 2014 - Solera National Bancorp, Inc. (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.
* * * * *
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
* Permission was neither sought nor obtained from ISS to use the excerpt from their report.