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Emerging growth company ☐
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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.
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:
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.