UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Soliciting Material Under Rule 14a-12 |
| Blucora, inc. |
(Name of Registrant as Specified in Its Charter) |
| |
ANCORA CATALYST INSTITUTIONAL, LP ANCORA CATALYST, LP ANCORA MERLIN INSTITUTIONAL, LP ANCORA MERLIN, LP ANCORA ALTERNATIVES LLC ANCORA ADVISORS, LLC ANCORA FAMILY WEALTH ADVISORS, LLC THE ANCORA GROUP INC. INVERNESS HOLDINGS LLC ANCORA HOLDINGS INC. FREDERICK D. DISANTO CINDY SCHULZE FLYNN ROBERT D. MACKINLAY KIMBERLY SMITH SPACEK |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
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Ancora Catalyst Institutional, LP, together with the other participants named herein (collectively, “Ancora”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of Blucora, Inc., a Delaware corporation (the “Company”).
Item 1: On March 22, 2021, Ancora issued the following press release. The full text of the open letter to the Company’s stockholders referenced in the press release is attached hereto as Exhibit 99.1.
Ancora Releases Q&As With its Four Director Candidates Standing for Election at Blucora’s Upcoming Annual Meeting
Sends Letter to Fellow Stockholders Featuring Nominees’ Candid Responses to Key Questions
Urges Stockholders to Vote on the WHITE Proxy Card to Elect Ancora’s Four-Member Slate
CLEVELAND--(BUSINESS WIRE)--Ancora Holdings, Inc. (together with its affiliates, “Ancora”), which collectively with the other participants in its solicitation beneficially owns approximately 3.4% of the outstanding common stock of Blucora, Inc. (NASDAQ: BCOR) (“Blucora” or the “Company”), today sent a letter to stockholders that introduces the candid views of its four highly-qualified director candidates: Frederick D. DiSanto, Cindy Schulze Flynn, Robert D. MacKinlay and Kimberly Smith Spacek.
As a reminder, Ancora is seeking to elect Mr. DiSanto, Ms. Schulze Flynn, Mr. MacKinlay and Ms. Smith Spacek to Blucora’s ten-member Board of Directors at the Company’s Annual Meeting of Stockholders on April 21, 2021. Ancora urges Blucora’s stockholders and stakeholders to visit www.ABetterBlucora.com to obtain important information, including instructions for how to vote on the WHITE Proxy Card to elect our four-member slate. If you have already voted a blue proxy card from Blucora, a later-dated vote on the WHITE Proxy Card will revoke that vote.
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About Ancora
Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio based holding company which wholly owns four separate and distinct SEC Registered Investment Advisers and a broker dealer. Ancora Advisors LLC specializes in customized portfolio management for individual investors, high net worth investors, investment companies (mutual funds), and institutions such as pension/profit sharing plans, corporations, charitable & “Not-for Profit” organizations, and unions. Ancora Family Wealth Advisors, LLC is a leading, regional investment and wealth advisor managing assets on behalf families and high net-worth individuals. Ancora Alternatives LLC specializes in pooled investments (hedge funds/investment limited partnerships). Ancora Retirement Plan Advisors, Inc. specializes in providing non-discretionary investment guidance for small and midsize employer sponsored retirement plans. Inverness Securities, LLC is a FINRA registered Broker Dealer.
Contacts
For Investors:
Ancora Alternatives
James Chadwick
(216) 593-5048
jchadwick@ancora.net
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com
For Media:
Profile
Greg Marose / Charlotte Kiaie, 347-343-2999
gmarose@profileadvisors.com / ckiaie@profileadvisors.com
Item 2: On March 22, 2021, the following materials were posted by Ancora to www.ABetterBlucora.com:
Item 3: On March 19, 2021, Advisor Hub published an article which featured an interview with Frederick D. DiSanto, Chairman and Chief Executive Officer of Ancora Holdings Inc. and director nominee for the Company’s Board of Directors, which was posted on Advisor Hub’s website and included the following quotes from Mr. DiSanto:
“There are no synergies between TaxAct and Avantax, and so the company’s trading at a deep discount,” said DiSanto, who has run Ancora since 2006 after managing Fifth Third Bank’s Investment Advisors Division.
He would use proceeds from selling TaxAct to pay down debt, repurchase shares and further invest in Blucora’s wealth management sector. “Avantax, longterm, is in a great industry that has great tailwinds as it relates to the transfer of wealth,” he said.
DiSanto denied the characterization, saying Ancora is primarily a “proprietary product shop” offering hedge funds and other alternative investments to clients with much higher net worths than Blucora serves. “Honestly, I had never run into them in my life,” he said.
“Are we a little frustrated and are we being a little aggressive here,” DiSanto said in the interview. “Yeah, because they’re not engaged.”
Source: Advisor Hub. Advisor Hub is not a party to and has not endorsed our proxy solicitation and has not consented to the use of this interview in our proxy solicitation.
Jake Martin for Advisor Hub.
