BLUCORA, INC. (NASDAQ:BCOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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BLUCORA, INC. (NASDAQ:BCOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On June 1, 2017, the Board of Directors of Blucora, Inc. (the
“Company”) appointed Steven Aldrich to serve on the Board of
Directors of the Company (the Board) to fill a vacancy that
resulted from the retirement of Steven W. Hooper on June 1, 2017.
Mr. Aldrich will serve as a Class II director, and his term will
expire at the Companys 2019 Annual Meeting of Stockholders. Mr.
Aldrich was also appointed by the Board to serve on the Nominating
and Governance Committee of the Board.
Mr. Aldrich, 47, has served as the Chief Product Officer at
GoDaddy, Inc. (“GoDaddy”) since January 2016, and he previously
served as Senior Vice President, Business Applications beginning in
July 2012. Before joining GoDaddy in 2012, Mr. Aldrich served in
various senior management roles at Intuit, Inc., a business and
financial software company, from 1996 through 2008, including Vice
President of Strategy and Innovation for the small business
division. Mr. Aldrich also served as CEO of Outright Inc., a
bookkeeping and accounting service, from 2011 to 2012 when it was
acquired by GoDaddy and as CEO of Posit Science Corporation, a
software and services company, from 2008 to 2011. Mr. Aldrich holds
a Bachelor of Arts in Physics from the University of North Carolina
and an M.B.A. from Stanford University.
As consideration for the services to be performed by him as a
director and in accordance with the Company’s Non-Employee
Director Compensation Policy, on June 1, 2017, Mr. Aldrich received
(a) an initial grant of restricted stock units (“RSUs”) in the
amount of $150,000, which will vest equally over a three-year
period on each anniversary of the grant date, and (b) an annual
grant of RSUs in the amount of $125,000, which will vest on the
one-year anniversary of the date of grant. Mr. Aldrich will also
receive cash retainers to be paid quarterly for his service on the
Board and the Nominating and Governance Committee in the amount of
$40,000 and $8,000, respectively. Mr. Aldrich’s compensation
reflects the Company’s recently updated Non-Employee Director
Compensation Policy, which was approved by the Board on June 1,
2017 and is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
On June 1, 2017, the Company issued a press release announcing
that Mr. Aldrich was appointed to the Board and that Georganne C.
Proctor was elected to the Board at the Company’s 2017 Annual
Meeting of Stockholders as further described below. A copy of the
Companys press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On June 1, 2017, the Company filed a Certificate of Amendment to
the Companys Restated Certificate of Incorporation with the
Delaware Secretary of State declassifying the Board of Directors
of the Company over a three-year period beginning with the
Companys 2018 annual meeting of stockholders (the Certificate
Amendment). The Certificate Amendment was approved by the
Companys stockholders at its annual meeting of stockholders on
June 1, 2017 (the “Annual Meeting”). The Certificate Amendment
is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 1, 2017, the Company held its Annual Meeting. The results
of the votes held at the Annual Meeting are set forth below. For
more information on these proposals, see the Company’s Proxy
Statement that was filed with the Securities and Exchange
Commission on April 20, 2017.
Proposal One: The stockholders elected each of the Company’s
nominated directors. The votes cast on Proposal One were as
follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Elizabeth J. Huebner
33,691,792
295,377
784,841
4,114,454
Georganne C. Proctor
34,338,978
410,299
22,733
4,114,454
Mary S. Zappone
34,430,657
323,940
17,413
4,114,454
Proposal Two: The stockholders ratified the appointment of Ernst
Young LLP as the Company’s independent registered public
accounting firm for 2017. The votes cast on Proposal Two were as
follows:
For
Against
Abstain
38,839,040
20,923
26,501
Proposal Three: The stockholders approved, on an advisory basis,
the compensation of the Company’s Named Executive Officers, as
disclosed in the Proxy Statement for the Annual Meeting. The
votes cast on Proposal Three were as follows:
For
Against
Abstain
Broker Non-Votes
33,903,134
773,391
95,485
4,114,454
Proposal Four: The stockholders approved, on an advisory basis,
an advisory vote on executive compensation to be held every one
year. The votes cast on Proposal Four were as follows:
One Year
Two Years
Three Years
Abstain
26,692,285
43,702
7,960,812
75,211
Consistent with the advisory vote of stockholders, the Board of
Directors has determined that the Company will continue to hold
future advisory votes on named executive compensation on an
annual basis.
Proposal Five(a): The stockholders approved an amendment to the
Blucora, Inc. Restated Certificate of Incorporation to declassify
the Board of Directors over a three-year period beginning with
the Companys 2018 annual meeting of stockholders. The votes cast
on Proposal Five(a) were as follows:
For
Against
Abstain
Broker Non-Votes
34,221,811
504,790
45,409
4,114,454
Proposal Five(b): The stockholders did not approve an amendment
to the Blucora, Inc. Restated Certificate of Incorporation to
provide that the number of directors of the Company shall be
fixed from time to time by the Board of Directors. The votes cast
on Proposal Five(b) were as follows:
For
Against
Abstain
Broker Non-Votes
17,373,575
17,381,523
16,912
4,114,454
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1
Certificate of Amendment to the Restated Certificate of
Incorporation of Blucora, Inc.
10.1
Blucora, Inc. Non-Employee Director Compensation Policy
99.1
Press release dated June 1, 2017
99.2
Certificate of Amendment to the Restated Certificate of
Incorporation of Blucora, Inc., marked to show changes


About BLUCORA, INC. (NASDAQ:BCOR)

Blucora, Inc. is a provider of technology-enabled financial solutions to consumers, small business owners and tax professionals. The Company operates through two segments: the Wealth Management, which consists of the HD Vest, Inc. (HD Vest) business, and the Tax Preparation, which consists of the TaxAct, Inc. (TaxAct) business. Its Wealth Management segment distributes products and services through financial advisors. HD Vest provides financial advisors with an integrated platform of brokerage, investment advisory and insurance services to assist in making each financial advisor a financial service center for his/her clients. Its Tax Preparation segment provides digital do-it-yourself tax preparation solutions for consumers, small business owners and tax professionals. TaxAct provides digital tax preparation solutions. It also offers a range of tax preparation solutions and online lead generation capabilities to enable the filing of over 60 million federal consumer tax returns.

BLUCORA, INC. (NASDAQ:BCOR) Recent Trading Information

BLUCORA, INC. (NASDAQ:BCOR) closed its last trading session down -0.05 at 20.60 with 369,880 shares trading hands.