Six Solera Directors Resign as Proxy Fight Persists

Six directors at Solera National Bancorp (SLRK) have resigned as the Lakewood, Colo., company remains embroiled in a messy public struggle with its biggest investor.

The directors resigned Friday morning, less than a month after Solera's shareholders voted to install a new board proposed by Michael Quagliano. Solera disqualified Quagliano's slate of director nominees, based on alleged errors in his proxy filings, instead awarding the seats to its own nominees.

The directors' resignation leaves Chief Executive John Carmichael as Solera's only remaining board member. The company is in the process of forming a new board that will include Carmichael, says Solera spokesman Andy Boian.

"With the results of the shareholders' vote, the board felt that it was in the best interests of the company's customers and shareholders to resign," Boian says. "We've been in touch with regulators, who have said we need to formulate a new board as soon as possible, which we're doing. There's no deadline but working actively to install a new board."

The resignations, which were first reported Monday by the Denver Post and later confirmed by the company, caps a contentious fight between the $168 million-asset bank and Quagliano, an Illinois restaurateur who owns 23% of Solera's stock. Though proxy firms questioned the qualifications of Quagliano's nominees — a group that included himself, his daughter and his fiancée — shareholders overwhelmingly preferred them to existing directors.

After the vote, Solera disqualified Quagliano's candidates and asked a court to resolve the issue. The company has said it will award the seats to Quagliano's candidates if a court orders it. No court ruling has been made, Boian, says.

Solera sought to include Quagliano on the new board but he declined, Boian says. "His refusal is disappointing but we will move ahead," Boian adds.

Quagliano could not be reached for comment.

Solera has lost about $3.5 million in the last five years, including $369,000 in the first quarter. Its stock is down about 44% since its 2007 initial public offering.