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): September 16, 2010
Solera National Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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000-53181 |
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02-0774841 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 16, 2010, the Board of Directors of Solera National Bancorp, Inc. (the Company) and its wholly-owned subsidiary, Solera National Bank (the Bank), appointed Mr. Joel S. Rosenstein to the Board of Directors of the Company and the Bank, effective October 21, 2010. Mr. Rosenstein was an Organizer of Solera National Bank and formerly served as a Director of both the Company and the Bank until his resignation on August 27, 2009 to devote more time to his professional interests. The Board has determined that Mr. Rosenstein is independent within the meaning of Rule 4200(a)(15) of the Nasdaq listing standards, which are the independence standards previously adopted by the Board, and Mr. Rosenstein has no material relationship or reportable transactions with the Company under Item 404(a) of Regulation S-K.
Mr. Rosenstein has not been appointed to any board committees of the Company and will initially be serving on the Banks Credit Committee. Consistent with both the Companys and Banks current policies for non-employee directors, Mr. Rosenstein will receive $400 for attendance at each jointly held Company and Bank board meeting and $200 for attendance at each Credit Committee meeting. Further, he will be reimbursed for out-of-pocket expenses incurred in connection with the performance of Board duties. Finally, he is eligible to receive future equity awards under the Companys stock incentive plan as determined by the Board of Directors.
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.
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Solera National Bancorp, Inc. |
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(Registrant) |
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Date: September 21, 2010 |
By: |
/s/ Robert J. Fenton |
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Name: |
Robert J. Fenton |
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Title: |
Executive Vice President and Chief Financial Officer |