8-K

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

January 6, 2020

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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.

Announcement of New Principal Financial Officer and Resignation of Chief Financial Officer

On January 6, 2020, Blucora, Inc. (the “Company” or “Blucora”) announced that Davinder Athwal, who serves as the Chief Financial Officer and Principal Financial Officer of Blucora, Inc. (the “Company” or “Blucora”), resigned from his position with the Company, effective as of January 31, 2020.

While a search for a permanent replacement has been initiated, Stacy Murray, who currently serves as the Company’s Principal Accounting Officer and Vice President-Accounting, Chief Accounting Officer, will assume the duties of serving as the Company’s Principal Financial Officer. In addition, on January 7, 2020, the Company announced that it has retained Rick Simonson, the former Executive Vice President and Chief Financial Officer of Sabre Corporation, as a special advisor to assist the Company during the transition.

Business Experience

Ms. Murray, age 44, has been serving as the Company’s Principal Accounting Officer and Vice President-Accounting, Chief Accounting Officer since June 10, 2019. Before then, Ms. Murray served as the Principal Accounting Officer and Vice President-Accounting, Controller of Fogo de Chão, Inc. from 2016 to 2019. Prior to that she served in a variety of corporate positions, including Chief Accounting Officer of Azure Midstream Holdings LLC and Azure Midstream Partners, LP from 2013 to 2016, Controller of TGGT Holdings LLC (the predecessor company to Azure Midstream) from 2011 to 2013 and Senior Finance Manager for Lineage Power Holdings from 2009 to 2011. Ms. Murray has an M.S. and B.A. from Texas A&M University and is a Certified Public Accountant in the State of Texas.

Mr. Simonson, age 60, has served as Senior Advisor to the CEO of Sabre Corporation and as Managing Partner of Specie Mesa L.L.C., an investment and advisory firm since July 2018. From March 2013 until July 2018, Mr. Simonson served as Executive Vice President and Chief Financial Officer of Sabre Corporation. Previously, Mr. Simonson served as President, Business Operations and Chief Financial Officer of Rearden Commerce from April 2011 through May 2012. From 2001 to 2010, Mr. Simonson held a number of executive positions at Nokia Corporation, including Executive Vice President, Head of Mobile Phones and Sourcing, Chief Financial Officer, and Vice President and Head of Customer Finance. Mr. Simonson also serves as Chairman of the Board of Trustees of the SMU Lyle School of Engineering. Mr. Simonson has served as a director of Silver Spring Networks, Inc. during the past five years. Mr. Simonson holds a B.S. degree from the Colorado School of Mines and an M.B.A. from Wharton School of Business at the University of Pennsylvania.

There is no family relationship between either of Ms. Murray or Mr. Simonson and any director, executive officer, or person chosen by the registrant to become a director or executive officer, nor are there any arrangements between either of Ms. Murray or Mr. Simonson and any other persons pursuant to which Ms. Murray or Mr. Simonson were selected to serve as officers. There are no transactions to which the Company or any of its subsidiaries is a party and in which either of Ms. Murray or Mr. Simonson has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

Separation Agreement

On January 6, 2020, in connection with Mr. Athwal’s resignation, the Company and Mr. Athwal entered into a Separation and Release Agreement (the “Separation Agreement”). The Separation Agreement provides that the Company will pay Mr. Athwal cash severance in an amount equal to $626,000, less applicable payroll taxes and withholdings. In addition, Mr. Athwal will be entitled to certain accrued obligations, including earned but unpaid base salary and bonus compensation through his separation date. In consideration for such payments, Mr. Athwal agreed to, among other things, a general release of claims in favor of the Company and to comply with certain customary non-disparagement, non-competition and cooperation covenants following his resignation.

Item 7.01. Regulation FD Disclosure.

On January 7, 2020, the Company issued a press release announcing the resignation of Mr. Athwal. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Press release dated January 7, 2020 (furnished herewith)
	104.1	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: January 7, 2020

BLUCORA, INC.
By:	/s/ John S. Clendening
	John S. Clendening
	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

Blucora Announces Departure of CFO and

Appointment of Rick Simonson as Special Advisor

IRVING, Texas, January 7, 2020 – Blucora, Inc. (NASDAQ: BCOR), a leading provider of tax-smart financial solutions that empower people’s goals, today announced that Davinder Athwal, Chief Financial Officer, will be stepping down from his role at the company, effective January 31, 2020, and will then be available in an advisory capacity through 2020.        

“Since Davinder joined Blucora two years ago, we have made meaningful progress on our overall strategic growth plan and enhanced our position in the industry,” said John Clendening, President and Chief Executive Officer of Blucora. “From his integral role in the acquisition and integration of 1st Global to his efforts to help strengthen our balance sheet while building a talented finance and accounting team, Davinder’s efforts have helped make us a stronger and more efficient company.

The acquisition of HK Financial Services, which we announced earlier today, represents a significant milestone and one that provides an opportunity to evaluate our growth plans while reflecting on our recent accomplishments. In light of the acquisition, Davinder and I mutually agreed that now is the right time to bring a new perspective to Blucora as we enter our next phase of execution, while enabling Davinder the opportunity to pursue opportunities closer to his family. On behalf of the Board of Directors and everyone at Blucora, I want to thank Davinder for all of his contributions, and we wish him and his family all the best.”

“At the same time, I’m pleased to announce that Rick Simonson has been retained as special advisor to the company. Rick is a well-regarded, long-tenured CFO with significant technology expertise and experience scaling companies, which are among the key attributes we are looking for as we conduct a thorough search for our permanent CFO. His counsel to me and the team will be valued during the interim period.”

Rick Simonson, is an accomplished executive with extensive experience in the technology and finance industries. He retired as EVP & CFO of Sabre Corporation, a global travel & hospitality technology leader, in July 2018. Before joining Sabre, Rick served as CFO and President of business operations at Rearden Commerce, and spent 10 years with Nokia, including as their CFO, GM of the mobile phones unit and a member of their executive Board. Earlier in his career he spent 16 years in investment banking with Barclays and Bank of America. Rick currently serves on the board of directors of Electronic Arts and Cast & Crew. Rick holds an M.B.A. from Wharton School of Business at the University of Pennsylvania.

Mr. Athwal, whose departure is unrelated to Blucora’s business performance, financial reporting, or controls, will remain with Blucora to facilitate a smooth transition of duties through the end of January, then will be available in an advisory capacity through 2020. The company has initiated a process to determine a permanent successor.

About Blucora^®

Blucora, Inc. (NASDAQ: BCOR) is on the forefront of financial technology, pioneering tax-smart financial solutions that empower people’s goals. Blucora operates in two segments including wealth management, through its Avantax Wealth Management business (formerly operating under the HD Vest

and 1st Global brands), the No. 1 tax-focused broker-dealer, with $68 billion in total client assets as of September 30, 2019, and tax preparation, through its TaxAct business, the No. 3 tax preparation software by market share with approximately 3 million consumer and professional users. With integrated tax and wealth management, Blucora is uniquely positioned to provide better long-term outcomes for customers with holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com.

Contact:

Bill Michalek

Blucora Investor Relations

(972) 870-6463

XML

Document and Entity Information	Jan. 06, 2020
Cover [Abstract]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001068875
Document Type	8-K
Document Period End Date	Jan. 06, 2020
Entity Registrant Name	BLUCORA, INC.
Entity File Number	000-25131
Entity Tax Identification Number	91-1718107
Entity Address, Address Line One	6333 North State Highway 161
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	(972)
Local Phone Number	870-6400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	BCOR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false