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
September 5, 2017
Date of Report
(Date of earliest event reported)
BLUCORA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-25131
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91-1718107
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6333 State Hwy 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 September 5, 2017, Blucora, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its employment agreement with John S. Clendening, who serves as the Company's Chief Executive Officer and President. The Amendment extends the term of Mr. Clendening’s employment agreement so that it will continue in effect until April 3, 2021 and will automatically renew for successive one-year terms thereafter.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits
See exhibits listed under the Exhibit Index below.
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, thereunto duly authorized.
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BLUCORA, INC.
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September 5, 2017
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By
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/s/ Ann J. Bruder
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Ann J. Bruder
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Chief Legal Officer and Secretary
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EXHIBIT INDEX
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AREEMENT
This First Amendment to Employment Agreement (this “
Amendment
”) is made and entered into effective as of September 5, 2017 (the “
Effective Date
”), by and between John S. Clendening (the “
Executive
”) and Blucora, Inc. (the “
Company
”).
Recitals
WHEREAS
, the Company and the Executive entered into an Employment Agreement effective as of April 4, 2016 (the “
Employment Agreement
”); and
WHEREAS
, the Company and the Executive desire to amend the Employment Agreement as provided herein.
NOW THEREFORE
, in consideration of the mutual covenants and agreements contained herein, the Company and the Executive agree to amend the Employment Agreement as follows:
1.
Section 4 of the Employment Agreement is hereby amended and replaced in its entirety as follows:
4.
Agreement Term
Unless earlier terminated as provided herein, the term of this Agreement shall continue in effect until April 3, 2021 (the “
Initial Term
”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “
Renewal Term
”), unless either party provides written notice at least 180 days before the end of the Initial Term or then-current Renewal Term of the party’s intent not to renew this Agreement, or unless earlier terminated by either party as provided herein. If such notice of non-renewal is timely given, the Initial Term or then-current Renewal Term shall terminate, unless sooner terminated as provided herein, at the end of the business day of the last day of the Initial Term or then-current Renewal Term. If such timely notice of non-renewal is given by the Company for any reason other than for Cause, then it shall be deemed a termination without Cause effective upon the expiration of the Initial Term or then-current Renewal Term. The Initial Term and any Renewal Term(s) are collectively referred to as the “
Agreement Term
.”
2.
Except to the extent specifically amended as provided herein, the Employment Agreement is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall be and remain in full force and effect for any and all purposes. From and after the date of this Amendment, any and all references to the Employment Agreement shall refer to the Employment Agreement as hereby amended.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year first above written.
Company:
Blucora, Inc.
By:
/s/ Bill Atwell
William L. Atwell
Chair of the Board of Directors
Executive:
/s/ John S. Clendening
John S. Clendening