UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ |
| |
| Filed by a Party other than the Registrant ☐ |
| |
| Check the appropriate box: |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| |
| BLUCORA, INC. |
| (Name of Registrant as Specified In Its Charter) |
| |
| |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| |
| Payment of Filing Fee (Check the appropriate box): |
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | (1) | Title of each class of securities to which transaction applies: |
| | | |
| | (2) | Aggregate number of securities to which transaction applies: |
| | | |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | | |
| | (4) | Proposed maximum aggregate value of transaction: |
| | | |
| | (5) | Total fee paid: |
| | | |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | (1) | Amount Previously Paid: |
| | | |
| | (2) | Form, Schedule or Registration Statement No.: |
| | | |
| | (3) | Filing Party: |
| | | |
| | (4) | Date Filed: |
| | | |
| | | | |
Item 1: On March 24, 2021, Blucora, Inc. (the “Company”) distributed a letter to stockholders in connection with the Company’s 2021 annual meeting of stockholders and issued a press release containing a copy of the letter. A copy of the press release can be found below.
Blucora Contrasts Expertise and Progress Under Current Board Against Ancora’s Questionable Nominees in Letter to Stockholders
Current Balanced, Diverse Board of Directors Brings Expertise Gained at Some of World’s Most Respected Companies, Further Augmented by Four New Directors Since March 2020
Ancora Nominees Lack Relevant Experience and Would Weaken the Board
DALLAS, March 24, 2021 -- Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax-focused financial solutions, today mailed a letter to its stockholders presenting the current Board’s relevant experience and deep expertise. In connection with the Company’s upcoming 2021 annual meeting of stockholders, scheduled to be held on April 21, 2021, the Company urges stockholders to vote “FOR” ALL of the Company’s highly qualified director candidates using the BLUE proxy card. Blucora stockholders of record at the close of business on February 24, 2021 are eligible to vote at the annual meeting.
Under the leadership of the current Board and management team, Blucora is gaining momentum and showing measurable improvement after repositioning its two tax-focused businesses for sustainable, long-term growth. In fact, Blucora’s share price has increased 91% over the past six months through March 18, 2021, outperforming the S&P 500 by 72 percentage points.
Ancora Catalyst Institutional, LP (together with its affiliates, “Ancora”), an activist stockholder that recently accumulated approximately 3% of Blucora’s outstanding shares, has nominated Ancora’s CEO Fred DiSanto and two of his close associates and a marketing director at a New York hedge fund to fill nearly half the independent director seats on Blucora’s Board. Blucora does not believe stockholders would be well served by replacing the leading and diverse executives on the current Board with Ancora’s associates and nominees.
Blucora encourages stockholders to reelect the current Board, which has demonstrated both its capacity and commitment to act for the benefit of all stockholders by voting “FOR” ALL nominees on the BLUE proxy card.
The letter and other important information related to the Annual Meeting can be found at VoteBlucora.com.
If you are a stockholder and have questions, need assistance in voting your shares, or wish to change a prior vote, please contact:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Brokers and Banks Call Collect: (212) 269-5550
All Others Call Toll-Free: (866) 388-7535
Email: BCOR@dfking.com
REMEMBER: Simply discard any white proxy card you may receive from Ancora. Blucora’s Board does not endorse any of Ancora’s nominees, and we urge you NOT to submit any vote using Ancora’s white proxy card, even as a protest vote. Voting to “WITHHOLD” with respect to any of Ancora’s nominees on a white proxy card sent to you by Ancora is not the same as voting “FOR” the Board’s nominees on the BLUE proxy card because a vote to “WITHHOLD” with respect to any of Ancora’s nominees on its white proxy card will revoke any BLUE proxy you may have previously submitted.
Important Additional Information and Where to Find It
The Company has filed a definitive proxy statement, an accompanying BLUE proxy card and other relevant documents with the SEC in connection with the solicitation of proxies for the Company’s 2021 annual meeting of stockholders. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO, AND ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the Company’s definitive proxy statement and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, copies will be available at no charge by selecting “SEC Filings” under “Financial Information” in the “Investors” tab of the Company’s website at www.blucora.com.
About Blucora®
Blucora, Inc. (NASDAQ: BCOR) is on the forefront of financial technology, a provider of data and technology-driven solutions that empower people to improve their financial wellness. Blucora operates in two segments including (i) wealth management, through its Avantax Wealth Management brand, with a collective $83 billion in total client assets as of December 31, 2020, and (ii) tax preparation, through its TaxAct business, a market leader in tax preparation software with approximately 3 million consumer and more than 23,000 professional users in 2020. With integrated tax-focused software and wealth management, Blucora is uniquely positioned to assist our customers in achieving better long-term outcomes via holistic, tax-advantaged solutions. For more information on Blucora, visit www.blucora.com.
Contacts
Investors:
Geoffrey Weinberg / Rick Grubaugh
D.F. King & Co., Inc.
(866) 388-7535
BCOR@dfking.com
Media:
Dan Gagnier / Jeffrey Mathews
Gagnier Communications
(646) 569-5897
Blucora@gagnierfc.com
Item 2: On March 24, 2021, the Company provided certain communications to its employees in connection with the Company’s 2021 annual meeting of stockholders. A copy of such communications can be found below.
Blucora team members,
I’d like to share some additional information about our upcoming annual meeting on April 21, 2021. This morning we sent out a press release and the attached letter to all stockholders. If you are a Blucora stockholder, you may also receive this material directly through your brokerage account (e.g. E*TRADE).
The ELT and I understand that this can be distracting. However, we ask that you remain focused on your goals and continue business as usual.
Regards,
Chris Walters
President and CEO
Blucora
