8K Doc 2014 Meeting Results


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 28, 2014 (May 22, 2014)
 
Solera National Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-53181
 
02-0774841
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
319 S. Sheridan Blvd.
Lakewood, CO 80226
303-209-8600
(Address and telephone number of principal executive offices)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07    Submission of Matters to a Vote of Security Holders.
 
On May 22, 2014, Solera National Bancorp, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders ("Annual Meeting"). The number of shares represented in person or by proxy at the Annual Meeting was 1,903,307 or 71.0% of the outstanding voting shares of the Company, which constituted a quorum. The proposals voted on at the Annual Meeting and the preliminary voting results are set forth below. We will file an amendment to this report when final results are available.

Proposal 1. With respect to the proposal to elect directors to the Board of Directors of the Company for terms expiring at the 2015 annual meeting of shareholders or until their successors are duly elected and qualified, the following persons were elected and received the number of votes set forth below:
 
 
 
FOR
 
WITHHELD
 
TOTAL
Maria G. Arias
 
669,519

 
38,500

 
708,019

John P. Carmichael
 
689,519

 
18,500

 
708,019

Ron Eller
 
672,019

 
36,000

 
708,019

Ray L. Nash
 
672,019

 
36,000

 
708,019

David N. Roberts
 
669,269

 
38,500

 
707,769

Larry D. Trujillo
 
668,269

 
39,500

 
707,769

Kent C. Veio
 
661,769

 
46,000

 
707,769


Proposal 2. The proposal to ratify the appointment of McGladrey LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified by the following vote:
 
FOR
 
AGAINST
 
ABSTAIN
 
TOTAL
1,853,208

 
41,849

 
3,750

 
1,898,807

 
A shareholder of the Company, Michael Quagliano, purported to present at the Annual Meeting (i) the election of six alternative director nominees and (ii) an amendment to the Company’s bylaws that would reduce the size of the board to five. The Company’s bylaws require that a shareholder seeking to bring business (including the nomination of directors) before an annual shareholders’ meeting provide a notice to the Company that includes specified information. Mr. Quagliano provided such a notice with respect to his nominees and the proposed amendment to the bylaws. However, as disclosed in the Company’s proxy statement relating to the Annual Meeting, the Company believes that this notice did not contain all of the information required under the bylaws. Among other things, the notice did not include information regarding whether or not there are any arrangements between Quagliano and other persons regarding future employment or transactions with the Company. In addition, the notice contained misstatements regarding the qualifications of one of his nominees and omitted significant information about the qualifications of another. Further, the Company believes that additional violations of law occurred during the solicitation process that would disqualify Mr. Quagliano’s nominees and proposal from being considered. Therefore, as further disclosed in the Company’s proxy statement, the Company concluded that his proposals were not properly before the meeting, and votes for his nominees and proposal were not given effect. The Company understands that Mr. Quagliano disagrees with the Company’s position, and believes that his notice was adequate. The Company has filed a declaratory judgment action seeking a judicial determination of this issue. The Company has tallied the votes cast for Mr. Quagliano’s nominees and proposals at the Annual Meeting, which are set forth below, and will give them effect if the court so directs.






Proposal 1. For Mr. Quagliano's alternative slate of director nominees:
 
 
FOR
 
WITHHELD
 
TOTAL
Lars Johnson
 
1,162,689

 
32,849

 
1,195,538

Jackson Lounsberry
 
1,162,439

 
32,849

 
1,195,288

Michael D. Quagliano
 
1,172,788

 
22,750

 
1,195,538

Carlyle F. Griffin
 
1,162,689

 
32,849

 
1,195,538

Drew Quagliano
 
1,161,689

 
33,599

 
1,195,288

Melissa Allen
 
1,161,189

 
34,099

 
1,195,288



Proposal 3. Mr. Quagliano's proposal to amend the Company's bylaws to reduce the size of the Board of Directors to five (5) members:
FOR
 
AGAINST
 
ABSTAIN
 
TOTAL
1,229,819

 
639,538

 
27,450

 
1,896,807



According to Mr. Quagliano’s filings with the Securities and Exchange Commission, he and his co-participant Robert Fenton owned, in the aggregate, 693,345 shares of the Company’s stock as of the record date for the Annual Meeting.




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Solera National Bancorp, Inc.
 
(Registrant)
 
 
 
Date: May 28, 2014
By:
/s/ John P. Carmichael
 
Name:
John P. Carmichael
 
Title:
President and Chief Executive Officer