UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

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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 10, 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 Files Definitive Proxy Statement and Sends Letter to Blucora Stockholders

Contends Stockholder-Driven Change is Urgently Needed in Blucora’s Boardroom After Years of Poor Governance and Strategic Missteps, Which Have Destroyed Significant Value and Undermined the Company’s Long-Term Viability

Urges Stockholders to Vote on the WHITE Proxy Card to Elect Ancora’s Four Highly-Qualified Director Candidates, Who Each Possess Deep Industry Experience and Independent Perspectives

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. (“Blucora” or the “Company”) (NASDAQ: BCOR), today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission and sent a letter to the Company’s stockholders. Ancora has nominated four highly-qualified candidates for election to Blucora’s Board of Directors (the “Board”) at the Company’s 2021 Annual Meeting of Stockholders: Frederick D. DiSanto, Cindy Schulze Flynn, Robert D. MacKinlay and Kimberly Smith Spacek. We urge stockholders to visit www.ABetterBlucora.com to read today’s letter and obtain important information about how to vote on the WHITE Proxy Card to elect our four-member slate.

Mr. DiSanto, Ancora’s Chairman and Chief Executive Officer, commented:

“Stockholders deserve a better Blucora after years of strategic missteps and significant value destruction under the current Board and Chief Executive Officer Chris Walters, who is also the Company’s longest-serving director. The Board – which lacks sufficient experience in the wealth management and tax advisory sectors – remains obstinately committed to a failed, six-year-old strategy that has not produced any meaningful synergies between Blucora’s Avantax and TaxAct businesses. This intransigence has persisted despite the Company’s botched acquisitions, bloated corporate cost structure, excessive debt and fraying relationships with advisors.

We contend that the single biggest threat to Blucora’s long-term viability is its inexperienced, underqualified Board. This is why we tried to privately engage with the Company’s leadership this winter and sought to facilitate a credible, effective Board refresh that was in the best interest of stockholders. Unfortunately, Blucora validated our concerns about its broken corporate governance by refusing to negotiate in good faith and subsequently spending stockholder resources on high-priced external advisors tasked with trying to thwart our nominations.

In our view, stockholders’ long-term interests will remain at risk as long as the incumbents continue to operate unchecked in Blucora’s boardroom. This is why we have nominated a diverse, well-rounded slate of director candidates, which is fully committed to bringing valuable financial services sector experience and independent perspectives to the Board. We believe the case for meaningful, stockholder-driven change atop Blucora is crystal clear.”

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Only by voting on the WHITE Proxy Card to elect all four of Ancora’s director candidates will stockholders be able to promptly install independent thinkers and industry experts on Blucora’s Board.

Please visit www.ABetterBlucora.com to review our letter and learn how to vote on the WHITE Proxy Card.

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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 LLC

James Chadwick

(216) 593-5048

jchadwick@ancora.net

Saratoga Proxy Consulting LLC

John Ferguson

(212) 257-1311

Info@saratogaproxy.comFor Media:

Profile
Greg Marose / Charlotte Kiaie, (347) 343-2999

gmarose@profileadvisors.com / ckiaie@profileadvisors.com

Item 2: On March, 10, 2021, the following materials were posted by Ancora to www.ABetterBlucora.com: