Solera in Colorado Hit with Second Board Challenge

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Solera National Bancorp's annual meeting is quickly shaping up to be a free-for-all.

Solera (SLRK) said in a press release Tuesday that Kathleen Stout, a former employee who was terminated in December and wants to be rehired, intends to nominate eight people for the $170 million-asset company's board. The Lakewood, Colo., company said it would not recommend any of her nominees.

Solera did not say why it dismissed Stout, who spearheaded a large mortgage team the company had poached from Universal Lending in late 2012. Stout, who had been head of Universal Lending's Colorado division at that time, had also worked at several Colorado community banks, including Vectra Bank, a unit of Zions Bancorp (ZION), during her nearly 20-year career.

The disclosure comes a day after Michael Quagliano, who owns 23.3% of Solera's stock, said he planned to nominate seven people, including himself, to join the company's board. He also plans to ask shareholders to whittle the size of the board from 13 directors to five.

Quagliano, who briefly served on Solera's board, said in a recent regulatory filing that the company had been unwilling to respond to his various recommendations, which included suggestions that management and the board eliminate certain real estate leases, consider "appropriate" staff reductions and decrease executive compensation.

Solera also said it would not recommend Quagliano's nominees, adding that it had tried on "multiple occasions" to meet with him to discuss his concerns. "He had refused to meet with us," the release said. "We are disappointed that he has decided to pursue a costly and disruptive proxy contest rather than engage in a constructive dialogue."

Solera said it plans to hold its annual meeting on May 22.

Separately, Solera disclosed in a regulatory filing that it had terminated the employment of Robert Fenton, who had been its chief financial officer, last week. Solera did not disclose a reason for Fenton's dismissal, though it referenced a section of his employment contract that allows for "termination for no reason" and said it would enter into a separation agreement with the former executive.

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