Vineyard National 'disappointed' by shareholders' approval of bylaws amendments

By Lisa Kerner

Charlotte, N.C., April 21 - Vineyard National Bancorp, parent company of Vineyard Bank, NA, said all of the proposals subject to Jon Salmanson and Norman Morales' consent solicitation were approved by a majority of the company's shareholders, with the results certified by IVS Associates, Inc.

Salmanson and Morales' proposals regarding the amendments to Vineyard National Bancorp's amended and restated bylaws have been adopted.

"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 by Messrs. Morales and Salmanson," Vineyard National interim chief executive officer Jim LeSieur said in a company news release.

"At such time as full information regarding the company's strategy and slate of directors is presented, we believe that it will be clear that the company's strategy and slate is in the best interests of shareholders," LeSieur added.

According to a March 10 Securities and Exchange Commission filing, Salmanson and Morales were 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.

Before the amendment to Vineyard National's bylaws, shareholders were required to submit nominations for directors more than five months prior to the annual meeting.

As previously reported, Morales, a seven-year Vineyard National director and the company's largest shareholder, is also the company's former president and CEO. Vineyard National announced Morales' resignation on Jan. 24 and named director LeSieur as interim CEO.

Vineyard National is based in Corona, Calif.

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