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SLRK > SEC Filings for SLRK > Form 8-K on 22-May-2013All Recent SEC Filings

Show all filings for SOLERA NATIONAL BANCORP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOLERA NATIONAL BANCORP, INC.


22-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2013, Solera National Bancorp, Inc. (the "Company") held its 2013 Annual Meeting of Shareholders ("Annual Meeting"). The number of shares represented in person or by proxy at the Annual Meeting was 1,866,880 or 70.4% of the outstanding voting shares of the Company, which constituted a quorum. The proposals voted on at the Annual Meeting and the final voting results are as follows:

Proposal 1. With respect to the proposal to elect thirteen directors to the Board of Directors of the Company for terms expiring at the 2014 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:

                                                BROKER
                        FOR       WITHHELD    NON-VOTES
Norma R. Akers       1,087,039     548,451      231,390
Rob L. Alvarado      1,101,120     534,370      231,390
Maria G. Arias       1,079,120     556,370      231,390
Douglas Crichfield   1,167,539     467,951      231,390
Ron Eller            1,181,620     453,870      231,390
Robert M. Gallegos   1,191,620     443,870      231,390
Ronald E. Montoya    1,198,620     436,870      231,390
Ray L. Nash          1,174,120     461,370      231,390
David N. Roberts     1,179,120     456,370      231,390
Basil Sabbah         1,084,539     550,951      231,390
F. Stanley Sena      1,179,120     456,370      231,390
Larry D. Trujillo    1,076,620     558,870      231,390
Kent C. Veio         1,081,620     553,870      231,390

Proposal 2. The Company's 2012 Long Term Incentive Plan, which reserves 250,000 shares of common stock for issuance thereunder, was approved by the following vote:

                                     BROKER
   FOR       AGAINST    ABSTAIN    NON-VOTES
1,162,457    465,683      7,350      231,390

Proposal 3. The proposal to increase the authorized shares of common stock from 5 million to 10 million common shares was approved by the following vote:

                                     BROKER
   FOR       AGAINST    ABSTAIN    NON-VOTES
1,396,847    464,683      5,350            -

Proposal 4. 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, 2013 was ratified by the following vote:

                                     BROKER
   FOR       AGAINST    ABSTAIN    NON-VOTES
1,407,097    457,683      2,100            -


Proposal 5. The non-binding advisory vote on the Company's executive compensation ("Say-on-Pay") was approved by the following vote:

                                     BROKER
   FOR       AGAINST    ABSTAIN    NON-VOTES
1,180,670    444,470     10,350      231,390

Proposal 6. The non-binding advisory vote to approve the frequency of future Say-on-Pay votes has passed for "3 Years" by the following vote:

                                              BROKER
 1 YEAR    2 YEARS    3 YEARS    ABSTAIN    NON-VOTES
238,088     10,500    936,282    450,620      231,390

The Board of Directors has determined that the Company will hold future non-binding advisory votes on executive compensation every three years, at least until the next required vote on the frequency of the Say-on-Pay vote, which is required to be held at least once every six years.

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