8-K 1 form8-kxchairofboard.htm 8-K 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 28, 2019
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, 4th Floor
Irving, Texas 75038
(Address of principal executive offices)
(972) 870-6400
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))




Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
BCOR
NASDAQ Global Select Market

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 28, 2019, Mr. William L. Atwell, who has served as the Chair of the Board of Directors (the “Board”) of Blucora, Inc. (the "Company") since 2017, informed the Board that he is retiring from the Board effective immediately. The decision made by Mr. Atwell to no longer serve on the Board is not the result of any disagreement with the Company’s operations, policies or practices.

Following Mr. Atwell’s retirement, the Board reduced its size from nine to eight Directors. In addition, the Board appointed Ms. Georganne C. Proctor, who has served on the Board since 2017, as the Chair of the Board effective immediately.

Mr. Atwell’s retirement and the decrease in Board size will not impact the Company’s ability to comply with NASDAQ Listing Rules.

Item 7.01 Regulation FD Disclosure
On July 1, 2019, the Company issued a press release announcing the retirement of Mr. Atwell, the appointment of Ms. Proctor as Chair of the Board and the reduction in Board size, a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01.      Financial Statements and Exhibits.

(d)  Exhibits
Exhibit No.
 
Description of Exhibit
 
 
Press release, dated July 1, 2019, issued by Blucora, Inc.
 






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: July 1, 2019

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