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.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2017, Blucora, Inc. (Blucora or the Company)
announced that Blucoras Board of Directors (Board of Directors or
Board) appointed two independent directors effective March 1,
2017, William L. Atwell and H. McIntyre Gardner. Mr. Atwell and
Mr. Gardner will fill the vacancies created as a result of the
retirement, effective February 28, 2017, of John E. Cunningham,
IV and David H. S. Chung, who served as independent directors of
Blucora since 1998 and 2013, respectively. Mr. Cunningham also
served as Chairman of the Board of Directors since 2011. Mr.
Atwell was elected as Chairman of the Board and appointed to the
Nominating and Governance Committee. Mr. Gardner was appointed to
the Compensation Committee. The appointment of Mr. Atwell and Mr.
Gardner are designed to evolve the Blucora Board to support its
previously announced transition to a technology enabled financial
solutions company.
announced that Blucoras Board of Directors (Board of Directors or
Board) appointed two independent directors effective March 1,
2017, William L. Atwell and H. McIntyre Gardner. Mr. Atwell and
Mr. Gardner will fill the vacancies created as a result of the
retirement, effective February 28, 2017, of John E. Cunningham,
IV and David H. S. Chung, who served as independent directors of
Blucora since 1998 and 2013, respectively. Mr. Cunningham also
served as Chairman of the Board of Directors since 2011. Mr.
Atwell was elected as Chairman of the Board and appointed to the
Nominating and Governance Committee. Mr. Gardner was appointed to
the Compensation Committee. The appointment of Mr. Atwell and Mr.
Gardner are designed to evolve the Blucora Board to support its
previously announced transition to a technology enabled financial
solutions company.
Mr. Atwell, age 66, has been Managing Director of Atwell
Partners, a financial services consulting firm, since 2012. From
2008 to 2012, Mr. Atwell was President, International, of CIGNA
Corporation, a global financial services company. Prior to 2008,
Mr. Atwell held senior executive positions with Charles Schwab
Corporation, CIGNA and Citigroup, Inc. Mr. Atwell is a director
of Webster Financial Corporation, a NYSE listed commercial
banking company.
Partners, a financial services consulting firm, since 2012. From
2008 to 2012, Mr. Atwell was President, International, of CIGNA
Corporation, a global financial services company. Prior to 2008,
Mr. Atwell held senior executive positions with Charles Schwab
Corporation, CIGNA and Citigroup, Inc. Mr. Atwell is a director
of Webster Financial Corporation, a NYSE listed commercial
banking company.
Mr. Gardner, age 55, has been a private investor since 2008. From
2000 to 2008, Mr. Gardner held senior executive positions at
Merrill Lynch Co., Inc., a global financial services company,
most recently as Senior Vice President, Head of Americas Region
and Global Bank Group, Global Private Client. Prior to 2000, Mr.
Gardner served in senior executive positions with Helen of Troy
Limited and Appliance Corporation of America and as an investment
banker with Merrill Lynch. Mr. Gardner is a director of Spirit
Airlines, Inc., a NASDAQ listed transportation company.
2000 to 2008, Mr. Gardner held senior executive positions at
Merrill Lynch Co., Inc., a global financial services company,
most recently as Senior Vice President, Head of Americas Region
and Global Bank Group, Global Private Client. Prior to 2000, Mr.
Gardner served in senior executive positions with Helen of Troy
Limited and Appliance Corporation of America and as an investment
banker with Merrill Lynch. Mr. Gardner is a director of Spirit
Airlines, Inc., a NASDAQ listed transportation company.
Messrs. Atwell and Gardner will be compensated under the terms of
the Blucora Nonemployee Director Compensation Policy, a copy of
which was attached as Exhibit 10.42 to the Annual Report on Form
10-K filed on February 27, 2014. Under this plan, they will be
paid cash retainers for board and committee services and will
receive initial and ongoing annual grants of restricted stock
units and stock options.
the Blucora Nonemployee Director Compensation Policy, a copy of
which was attached as Exhibit 10.42 to the Annual Report on Form
10-K filed on February 27, 2014. Under this plan, they will be
paid cash retainers for board and committee services and will
receive initial and ongoing annual grants of restricted stock
units and stock options.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
Majority Voting
On February 28, 2017, the Board of Directors of Blucora amended
and restated the Companys Bylaws to change the voting standard
for the election of directors in uncontested elections from a
plurality standard to a majority voting standard. Specifically,
Section 2.10.2 of the Bylaws was amended to provide that, in an
uncontested election, a nominee for director is elected only if
the number of votes cast for a nominees election exceeds the
number of votes cast against the nominees election. For this
purpose, abstentions and broker non-votes will not count as a
vote cast. The majority voting standard would not apply in
contested elections, which means an election in which there are
more nominees for director than available seats on the Board.
Plurality voting will continue to be the standard for the
election of directors in contested elections. The majority voting
standard for uncontested elections will be effective for Blucoras
2017 annual meeting of stockholders.
and restated the Companys Bylaws to change the voting standard
for the election of directors in uncontested elections from a
plurality standard to a majority voting standard. Specifically,
Section 2.10.2 of the Bylaws was amended to provide that, in an
uncontested election, a nominee for director is elected only if
the number of votes cast for a nominees election exceeds the
number of votes cast against the nominees election. For this
purpose, abstentions and broker non-votes will not count as a
vote cast. The majority voting standard would not apply in
contested elections, which means an election in which there are
more nominees for director than available seats on the Board.
Plurality voting will continue to be the standard for the
election of directors in contested elections. The majority voting
standard for uncontested elections will be effective for Blucoras
2017 annual meeting of stockholders.
In connection with the Bylaw amendment referred to above, the
Board of Directors also amended its Corporate Governance
Guidelines to provide that the Board will nominate only those
persons who tender, in advance, irrevocable resignations that
will become effective upon the failure to receive the required
vote at any annual meeting at which they are nominated for
re-election and Board acceptance of the resignation. The Board
will act on the resignation, taking into account the
recommendation of the Nominating and Governance Committee, and
publicly disclose its decision within 90 days from the date of
the certification of the election results. Any director who
tenders such a resignation in accordance with the Corporate
Governance Guidelines will not participate in the Nominating and
Governance Committee recommendation or Board decision on the
resignation. If the Board does not accept the resignation, the
director will continue to serve until the next annual meeting and
until his or her successor is duly elected, or until his or her
earlier resignation or removal. If the Board accepts the
resignation, then the Board, in its sole discretion, may fill any
resulting vacancy or may decrease the size of the Board as
provided for and in accordance with the Bylaws.
Board of Directors also amended its Corporate Governance
Guidelines to provide that the Board will nominate only those
persons who tender, in advance, irrevocable resignations that
will become effective upon the failure to receive the required
vote at any annual meeting at which they are nominated for
re-election and Board acceptance of the resignation. The Board
will act on the resignation, taking into account the
recommendation of the Nominating and Governance Committee, and
publicly disclose its decision within 90 days from the date of
the certification of the election results. Any director who
tenders such a resignation in accordance with the Corporate
Governance Guidelines will not participate in the Nominating and
Governance Committee recommendation or Board decision on the
resignation. If the Board does not accept the resignation, the
director will continue to serve until the next annual meeting and
until his or her successor is duly elected, or until his or her
earlier resignation or removal. If the Board accepts the
resignation, then the Board, in its sole discretion, may fill any
resulting vacancy or may decrease the size of the Board as
provided for and in accordance with the Bylaws.
Declassification Proposal
The Board of Directors has also discussed, and intends to include
in Blucoras proxy statement for its 2017 annual meeting of
stockholders, a proposal to stockholders to amend Blucoras
Restated Certificate of Incorporation to provide for the
phased-in declassification of the Board, which, subject to
stockholder approval of the proposal, would start beginning with
the 2018 annual meeting of stockholders.
in Blucoras proxy statement for its 2017 annual meeting of
stockholders, a proposal to stockholders to amend Blucoras
Restated Certificate of Incorporation to provide for the
phased-in declassification of the Board, which, subject to
stockholder approval of the proposal, would start beginning with
the 2018 annual meeting of stockholders.
The Amended and Restated Bylaws also include certain technical,
conforming and clarifying changes, including certain changes that
will become effective only in connection with the proposed
declassification of the Board of Directors.
conforming and clarifying changes, including certain changes that
will become effective only in connection with the proposed
declassification of the Board of Directors.
The foregoing description of the Amended and Restated Bylaws is
qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws, which is attached hereto as Exhibit
3.2 and is incorporated in this Item 5.03 by reference.
qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws, which is attached hereto as Exhibit
3.2 and is incorporated in this Item 5.03 by reference.
Item 8.01 Other Events.
On February 28, 2017, Eric M. Emans, the Chief Financial Officer
of the Company entered into a pre-arranged stock trading plan for
the sale of up to 464,473 shares of common stock of the Company
in accordance with the guidelines specified under Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended, and the Companys
Insider Trading Policy. Sales under the trading plan may begin in
May 2017, and the plan will terminate on October 31, 2017.
of the Company entered into a pre-arranged stock trading plan for
the sale of up to 464,473 shares of common stock of the Company
in accordance with the guidelines specified under Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended, and the Companys
Insider Trading Policy. Sales under the trading plan may begin in
May 2017, and the plan will terminate on October 31, 2017.
The Company announced in October 2016 that it would be relocating
its headquarters to Irving, Texas on June 30, 2017. As a result
of the relocation of his position, it is expected that Mr. Emans
will transition out of the Company in 2017. Mr. Emans is entering
into the trading plan in order to diversify his holdings in light
of his expected departure from the Company.
its headquarters to Irving, Texas on June 30, 2017. As a result
of the relocation of his position, it is expected that Mr. Emans
will transition out of the Company in 2017. Mr. Emans is entering
into the trading plan in order to diversify his holdings in light
of his expected departure from the Company.
All sales of common stock under the trading plan will be
disclosed publicly in accordance with applicable securities laws,
rules and regulations through appropriate filings with the U.S.
Securities and Exchange Commission.
disclosed publicly in accordance with applicable securities laws,
rules and regulations through appropriate filings with the U.S.
Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are included with this Report:
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Exhibit No.
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Description
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3.2
99.1
99.2
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Amended and Restated Bylaws of Blucora, Inc.
Press Release dated February 28, 2017
Amended and Restated Bylaws 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 15.60 with 258,481 shares trading hands.