Tally confirms victor in fight for bank control
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02:05 PM PDT on Thursday, April 24, 2008
The deposed chief executive of Vineyard Bank (Nasdaq: VNBC) has won a round in his quest to regain control of the lender.
The Corona-based bank announced the results of the consent solicitation by the former president and chief executive officer Norman Morales and shareholder Jon Salmanson.
The vote did away with a requirement that board slates be nominated at least five months prior to the annual meeting.
That allows Morales and Salmanson to formally nominate a slate announced last month, including Thomas Koss, an executive with homebuilder The Warmington Group; Cynthia Harriss, a former president of Gap Brand North America and Disneyland Resort; HRE Mortgage Inc. CEO David Hardin; and retired Lockheed Martin executive Lester Strong.
Also on the slate is Northern California banking executive Glen Terry, organizational development consultant Dev Ogle, and Morales.
"We would like to thank the shareholders for their continued support and look forward to the upcoming election of directors," Salmanson said.
The results were certified by IVS Associates Inc. in Wilmington, Del.
The vote total was not disclosed.
"We are, of course, disappointed by this result in light of the objective recommendations made by all of the independent proxy advisory services against the consent solicitation," said Jim LeSieur, interim chief executive office of Vineyard.
In the past few months, three independent proxy advisory firms all made recommendations in favor of the current board of directors, citing various issues with the timeliness, implementation, and focus Morales had for the bank.
"Morales has said shareholders bought into his vision for the company and that's probably true," said Chris Cernich, a senior research analyst for Proxy Governance in Vienna, Va. "The question that shareholders were asked to decide and will be asked to decide again at the meeting is if that is still a valid vision."
"In the first round, it looks like shareholders have said it is still a valid vision, but we won't know the ultimate answer until the annual meeting," he said.
Proxy Governance was one of the three proxy advisory firms that advised shareholders to vote against the consent solicitation brought about by Morales and Salmanson.
Vineyard has not yet announced the date for its annual meeting nor filed financial statements for 2007.
Showdown in June
"Proxy services are carrying a June 20 date for the meeting," Salmanson said. "We prefer to have it earlier and hope we can move along very quickly to a resolution."
Vineyard has scheduled a hearing with the Nasdaq Listing Qualifications Panel May 22, regarding the threatened delisting of Vineyard's common stock. on the Nasdaq Global Select Market.



