BLUCORA, INC. (Form: 8-K, Received: 06/05/2017 06:06:52)

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

June 1, 2017

Date of Report

(Date of earliest event reported)

BLUCORA, INC.

(Exact name of registrant as specified in its charter)



DELAWARE	000-25131	91-1718107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6333 North State Highway 161, 6th Floor

Irving, Texas 75038

(Address of principal executive offices)

(972) 870-6000

Registrant’s telephone number, including area code

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 Company’s 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 Company’s 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 Company’s 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 Company’s 2018 annual meeting of stockholders (the “Certificate Amendment”). The Certificate Amendment was approved by the Company’s 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 Company’s 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

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.

Date: June 2, 2017



		BLUCORA, INC.

		By: /s/ Mark A. Finkelstein
		Mark A. Finkelstein
		Chief Legal & Administrative Officer and Secretary

EXHIBIT INDEX



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

Exhibit 3.1

Certificate of Amendment
to the Restated Certificate of Incorporation of Blucora, Inc.

Blucora, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify:

1. Article 5 of the Restated Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

The Board shall be composed of not less than 5 nor more than 9 Directors, the specific number to be set by resolution of the Board, provided that the Board may be less than 5 until vacancies are filled. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

Commencing with the 2018 annual election of Directors, at each annual election of Directors, the successors to the class of Directors whose term expires at that time shall be elected to hold office for a term of one year. Commencing with the 2020 annual meeting of stockholders, the division of the Board of Directors into three classes shall terminate and all Directors shall be of one class elected annually. Notwithstanding any of the foregoing provisions of this Article 5, Directors shall serve until their successors are elected and qualified or until their earlier death, resignation or removal from office or until there is a decrease in the number of Directors. Directors need not be stockholders of the corporation or residents of the State of Delaware and need not meet any other qualifications.

2. The foregoing amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation to be executed by the undersigned officer, duly authorized, as of the 1st day of June 2017.

BLUCORA, INC.

/s/ Mark A. Finkelstein

Mark A. Finkelstein

Chief Legal and Administrative Officer

99999-2134/134427785.1

Exhibit 10.1

BLUCORA, INC.

NONEMPLOYEE DIRECTOR COMPENSATION POLICY

(effective as of June 1, 2017)

The directors of Blucora, Inc. (the “ Company ”) who are not employees of the Company or its affiliates (each, an “ Eligible Director ” and collectively, “ Eligible Directors ”) shall be entitled to receive the following cash and equity compensation in consideration of the services provided by them as members of the Board of Directors of the Company (the “ Board ”) and its committees commencing effective as of June 1 , 2017.


A.	CASH COMPENSATION

The following provisions set forth the terms of the Company’s cash compensation program for Eligible Directors (the “ Cash Compensation Program ”).

1. Retainers

Eligible Directors shall be paid cash retainers as follows (the “ Retainers ”):


•	All Eligible Directors shall receive an annual cash retainer of $40,000 (payable in equal quarterly installments of $10,000) for their services on the Board.


•	The Chairperson of the Board shall receive an additional annual cash retainer of $15,000 (payable in equal quarterly installments of $3,750).


•	The Chairperson of the Audit Committee shall receive an additional annual cash retainer of $22,500 (payable in equal quarterly installments of $5,625).


•	Each of the other members of the Audit Committee shall receive an additional annual cash retainer of $10,000 (payable in equal quarterly installments of $2,500).


•	The Chairperson of the Compensation Committee shall receive an additional annual cash retainer of $15,000 (payable in equal quarterly installments of $3,750).


•	Each of the other members of the Compensation Committee shall receive an additional annual cash retainer of $7,500 (payable in equal quarterly installments of $1,875).


•	The Chairperson of the Nominating and Governance Committee shall receive an additional annual cash retainer of $8,000 (payable in equal quarterly installments of $2,000).


•	Each of the other members of the Nominating and Governance Committee shall receive an additional annual cash retainer of $4,000 (payable in equal quarterly installments of $1,000).

The Retainers shall be paid in advance for services rendered during each quarter of the calendar year and shall be due and payable as soon as practicable after the first day of the quarter in which such services are to be rendered ( i.e. , as soon as practicable after January 1, April 1, July 1 and October 1). Eligible Directors shall be entitled to full payment for each quarter of service so long as such Eligible Directors are serving in the capacities for which they receive such payments on the first day of each such quarter. In the event that new directors or committee chairs or members who are Eligible Directors are appointed or elected during the course of any quarter, payments to any such newly elected Eligible Directors shall be pro-rated to reflect the actual number of days served during the quarter in which they were elected or appointed.

2. Expenses

Eligible Directors shall also be reimbursed, as has been customary, for reasonable expenses incurred in connection with travel to and from Board or committee meetings or other functions for the benefit of the Company, including continuing director education.


B.	EQUITY COMPENSATION

The following provisions set forth the terms of the Company’s equity compensation program for Eligible Directors (the “ Equity Compensation Program ”). The awards set forth below may be granted under the Blucora, Inc. 2015 Incentive Plan as Amended and Restated or any future equity plan that may be adopted by the Company’s stockholders from time to time (the “ Plan ”). In the event of any inconsistency between the terms of the Equity Compensation Program and the terms of the Plan, the Plan shall govern.

1. Initial Awards

a. On the date of each Eligible Director’s initial election or appointment to the Board (the “ Initial Appointment Date ”), such Eligible Director shall automatically receive the following initial award:


•	restricted stock units (“ RSUs ”) having an initial value of $150,000 (the “ Initial RSUs ”).

b. On the Initial Appointment Date, the values of the Initial RSUs, as set forth above, shall be converted as follows:

•

The value of the Initial RSUs shall be converted into the appropriate equivalent number of Initial RSUs, with each unit (a “ Unit ”) of the Initial RSUs representing the right to receive one share of the Company’s common stock (the “ Common Stock ”), by dividing the value of the Initial RSUs by the closing selling price of the Common Stock, as reported on the NASDAQ Global Select Market (“ NASDAQ ”) on the Initial Appointment Date, or if there is no such reported price for the Common Stock on the Initial Appointment Date, then such price on the last preceding date for which such price exists, with any resulting fractional Unit rounded down to the nearest whole Unit.

c. The Initial RSUs shall vest according to the following schedule and be subject to the other terms and conditions described below:


•	The Initial RSUs shall vest annually over three years on the anniversary of the Initial Appointment Date, provided that the Eligible Director is a member of the Board on such dates.


•	The Initial RSUs shall be subject to the terms and conditions of the Plan and shall have such other terms as are set forth in the Company’s standard forms of Eligible Director equity agreements in use at such time and as appropriately modified to reflect the Initial RSUs.

2. Annual Awards

a. Each year on the date of the annual meeting (the “ Annual Meeting ”) of the Company’s stockholders (the “ Annual Meeting Date ”), each Eligible Director who is a duly elected or appointed member of the Board immediately following the conclusion of the Annual Meeting shall automatically receive the following annual awards (the “ Annual Awards ”):

i. All Eligible Directors, including any Eligible Director who is Chairperson of the Board and any Eligible Director who may initially have been elected or appointed to the Board on the Annual Meeting Date, shall automatically receive:


•	RSUs having an initial value of $125,000 (the “ Annual Eligible Director RSUs ”).

ii. In addition, any Eligible Director who is also Chairperson of the Board immediately following the conclusion of the Annual Meeting shall also automatically receive:


•	RSUs having an initial value of $35,000 (the “ Annual Chairperson RSUs ”).

b. On the Annual Meeting Date, the values of the Annual Awards, as set forth above, shall be converted as follows:

•

The values of the Annual Awards shall be converted into the appropriate equivalent number of RSUs, with each Unit of the Annual Awards representing the right to receive one share of Common Stock, by dividing the value of the Annual Awards by the closing selling price of the Common Stock, as reported on NASDAQ on the Annual Meeting Date, or if there is no such reported price for the Common Stock on the Annual Meeting Date, then such price on the last preceding date for which such price exists, with any resulting fractional Unit rounded down to the nearest whole Unit.

c. The Annual Awards shall vest according to the following schedule and be subject to the other terms and conditions described below:


•	The Annual Awards shall vest in full on the one‑year anniversary of the Annual Meeting Date, provided that, with respect to the Annual Eligible Director RSUs, the Eligible Director is a member of the Board on the date of vesting, and with respect to the Annual Chairperson RSUs, the Eligible Director is Chairperson of the Board on each date of vesting.


•	The Annual Awards shall be subject to the terms and conditions of the Plan and shall have such other terms as are set forth in the Company’s standard forms of Eligible Director equity agreements in use at such time and as appropriately modified to reflect the Annual Awards.

d. In the event that an Eligible Director is initially elected or appointed to the Board on any date other than the Annual Meeting Date, such Eligible Director shall, instead, automatically receive the Annual Eligible Director RSUs on the Initial Appointment Date; provided, however, that (i) the values of the Annual Eligible Director RSUs, as set forth above, shall be prorated to reflect the number of days that such Eligible Director will serve on the Board based on a period of time commencing as of the Initial Appointment Date and ending on the one‑year anniversary of the last preceding Annual Meeting Date (the “ Prorated Annual Awards ”); and (ii) the values of the Prorated Annual Awards shall be converted on the Initial Appointment Date in the same manner as the Initial Awards. The Prorated Annual Awards shall vest in full on the one-year anniversary of the date of grant. In all other respects, the terms and conditions of the Prorated Annual Awards shall be the same as the Annual Awards granted on the last preceding Annual Meeting Date.

-1-

Exhibit 99.1

Blucora Announces New Board Members

IRVING, TX - (GLOBE NEWSWIRE) - June 1, 2017 - Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals, today announced that two new independent directors, Georganne C. Proctor and Steven Aldrich, have joined Blucora’s Board of Directors. The new additions, which are effective as of June 1, 2017, fill two vacancies on the board.

Ms. Proctor, 60, is the former Chief Financial Officer of TIAA-CREF, serving in that position from 2006 to 2010. Prior to joining TIAA-CREF, Ms. Proctor served as Executive Vice President of Golden West Financial Corporation from 2003 to 2005. Earlier in her career, Ms. Procter served as Chief Financial Officer and as a director during an 18-year career at Bechtel, and prior to that she served as finance director of certain divisions of The Walt Disney Company. Ms. Proctor currently serves on the Boards of Directors of Redwood Trust, Och-Ziff Capital Management Group and SunEdison, Inc., and previously served on the Board of Kaiser Aluminum Corporation. She holds a Bachelor of Science in Business Management from the University of South Dakota and an M.B.A. from California State University East Bay.

Mr. Aldrich, 47, has been the Chief Product Officer at GoDaddy, Inc. since January 2016, and he previously served as their Senior Vice President, Business Applications beginning in 2012. Before joining GoDaddy, Mr. Aldrich served in various senior management roles at Intuit, Inc. 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., an online bookkeeping 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.

"The appointments of Ms. Proctor and Mr. Aldrich add significant incremental depth and strength to the Blucora Board of Directors," commented Bill Atwell, Blucora’s Chairman of the Board. “They have track records of proven leadership and expertise in their fields, and we look forward to the unique and valuable perspective that each will add as we continue to grow and strengthen our strategic positioning."

About Blucora®

Blucora, Inc. (NASDAQ:BCOR) is a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals. Our products and services in tax preparation and wealth management, through TaxAct and HD Vest, help consumers manage their financial lives. TaxAct is an affordable digital tax preparation solution for individuals, business owners and tax professionals. HD Vest Financial Services® supports an independent network of tax professionals who provide comprehensive financial planning solutions. For more information on Blucora or its businesses, please visit www.blucora.com.

Contact:

Bill Michalek

Blucora Investor Relations

(972) 870-6463

Exhibit 99.2

Proposed Certificate of Amendment
to the Restated Certificate of Incorporation of Blucora, Inc.

The text of the proposed amendment is marked to reflect the proposed changes.

Blucora, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify:

1. Article 5 of the Restated Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

Prior to the 1999 annual election of Directors, unless a Director earlier dies, resigns or is removed, his or her term of office shall expire at the next annual meeting of stockholders. Beginning with At the 1999 annual election of Directors, the Board of Directors shall be divided into three classes, with said classes to be as equal in number as may be possible. At the first election of Directors to such classified Board of Directors, each Class I Director shall be elected to serve until the next ensuing annual meeting of stockholders, each Class II Director shall be elected to serve until the second ensuing annual meeting of stockholders and each Class III Director shall be elected to serve until the third ensuing annual meeting of stockholders. At each annual meeting of stockholders following the meeting at which the Board of Directors is initially classified, the number of Directors equal to the number of Directors in the class whose term expires at the time of such meeting shall he elected to serve until the third ensuing annual meeting of stockholders. Commencing with the 2018 annual election of Directors, at each annual election of Directors, the successors to the class of Directors whose term expires at that time shall be elected to hold office for a term of one year. Commencing with the 2020 annual meeting of stockholders, the division of the Board of Directors into three classes shall terminate and all Directors shall be of one class elected annually . Notwithstanding any of the foregoing provisions of this Article 5, Directors shall serve until their successors are elected and qualified or until their earlier death, resignation or removal from office or until there is a decrease in the number of Directors. Directors need not be stockholders of the corporation or residents of the State of Delaware and need not meet any other qualifications.

2. The foregoing amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

BLUCORA, INC.

/s/ Mark A. Finkelstein

Mark A. Finkelstein

Chief Legal and Administrative Officer