Investors, including former Vineyard National CEO, continue to seek changes to company's bylaws, board

By Lisa Kerner

Charlotte, N.C., April 15 - Investors Jon Salmanson and Norman Morales reached out to fellow Vineyard National Bancorp shareholders ahead of what they expect to be a continued negative campaign by the company to prevent the election of an alternate board of directors.

Morales, a seven-year Vineyard National director and the company's largest shareholder, is also the company's former president and chief executive officer.

Vineyard National announced Morales' resignation on Jan. 24 and named director James LeSieur III as interim CEO.

In an open letter to Vineyard National shareholders, the investors said Vineyard National's board has failed to outline the alternate plan it says the company plans to pursue.

Salmanson asked shareholders to support the candidates he and Morales will present for election to the Vineyard National board.

According to a March 10 Securities and Exchange Commission filing, Salmanson and Morales are seeking to amend the company's bylaws to permit shareholders to nominate directors until the time of the annual meeting if a director, CEO or president of the company resigns, is terminated or otherwise leaves office.

In February, it was reported that the proposed bylaw amendments would permit Salmanson and Morales or any other shareholder to nominate an alternate slate of directors for the upcoming annual meeting of shareholders.

Under current Vineyard National bylaws, shareholders must submit nominations for directors more than five months prior to the annual meeting, a prior news release said.

Salmanson and Morales filed a preliminary consent solicitation statement with the SEC stating they intend to obtain the written consent of holders of a majority of Vineyard National's outstanding shares to approve the bylaw amendments no later than April 25.

It was previously reported that Vineyard National investors led by One Investments, LLC said they will deliver their consent in favor of the actions proposed by Salmanson and Morales.

One Investments said it was contacted by representatives of Salmanson and Morales, as well as by representatives of Vineyard National, a prior SEC filing said.

The investors have no agreements or arrangements with Vineyard National, Salmanson or Morales regarding their current or future ownership, voting or control of their shares of common stock, according to the filing.

Vineyard National is the holding company for Vineyard National Bancorp located in Corona, Calif.

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