Document


 
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 7, 2018
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 April 6, 2018, the Board of Directors (the “Board”) of Blucora, Inc. (the “Company”) approved and adopted, subject to stockholder approval, the Blucora, Inc. 2018 Long-Term Incentive Plan (the “2018 Plan”). The Board directed that the 2018 Plan be submitted to the Company’s stockholders for their approval at the 2018 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), which was held on June 7, 2018.

As described under Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the 2018 Plan at the Annual Meeting. A description of the material terms of the 2018 Plan is set forth under the heading “Proposal 4: Approval of the Blucora, Inc. 2018 Long-Term Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2018 (the “Proxy Statement”), which such description is incorporated herein by reference. The description of the 2018 Plan is qualified in its entirety by reference to the full text of the 2018 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03.       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 7, 2018, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Delaware Secretary of State (the “Certificate of Amendment”) that provides that the number of directors of the Company shall be fixed from time to time by the Board and must be between six and 15 directors. The Certificate of Amendment was approved by the Company’s stockholders at the Annual Meeting. The description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders

On June 7, 2018, the Company held the Annual Meeting. The results of the votes held at the Annual Meeting are set forth below. For more information on these proposals, see the Proxy Statement.

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
John S. Clendening
40,597,562
281,793
8,085
3,133,520
Lance G. Dunn
40,599,029
279,753
8,658
3,133,520
H. McIntyre Gardner
39,824,503
1,034,286
28,651
3,133,520

Proposal Two: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2018. The votes cast on Proposal Two were as follows:      
    
For
Against
Abstain
43,977,931
31,360
11,669

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
39,913,089
935,735
38,616
3,133,520

Proposal Four: The stockholders approved the 2018 Plan. The votes cast on Proposal Four were as follows:
    
For
Against
Abstain
Broker Non-Votes
35,663,344
5,214,813
9,283
3,133,520






Proposal Five: The stockholders approved the Certificate of Amendment to provide that the number of directors of the Company shall be fixed from time to time by the Board and must be between six and 15 directors. The votes cast on Proposal Five were as follows:      
For
Against
Abstain
Broker Non-Votes
40,851,907
27,205
8,328
3,133,520


Item 9.01.      Financial Statements and Exhibits.
 
(d)  Exhibits

Exhibit
Number
 
Exhibit Description
 
Form
 
Date of First Filing
 
Exhibit Number
 
Filed
Herewith
3.1
 
 
 
 
 
 
 
 
X
10.1
 
 
DEF 14A
 
April 19, 2018
 
Appendix A
 
 
99.1
 
 
DEF 14A
 
April 19, 2018
 
Appendix B
 
 





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 8, 2018
 
 
 
BLUCORA, INC.
 
 
 
 
 
By:  /s/ Ann J. Bruder
 
 
Ann J. Bruder
 
 
Chief Legal Officer and Secretary