DELAWARE | 000-25131 | 91-1718107 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)) |
Nominee | For | Against | Abstain | Broker Non-Votes |
Elizabeth J. Huebner | 33,691,792 | 295,377 | 784,841 | 4,114,454 |
Georganne C. Proctor | 34,338,978 | 410,299 | 22,733 | 4,114,454 |
Mary S. Zappone | 34,430,657 | 323,940 | 17,413 | 4,114,454 |
For | Against | Abstain |
38,839,040 | 20,923 | 26,501 |
For | Against | Abstain | Broker Non-Votes |
33,903,134 | 773,391 | 95,485 | 4,114,454 |
One Year | Two Years | Three Years | Abstain |
26,692,285 | 43,702 | 7,960,812 | 75,211 |
For | Against | Abstain | Broker Non-Votes |
34,221,811 | 504,790 | 45,409 | 4,114,454 |
For | Against | Abstain | Broker Non-Votes |
17,373,575 | 17,381,523 | 16,912 | 4,114,454 |
Exhibit No. | Description |
3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Blucora, Inc. |
10.1 | Blucora, Inc. Non-Employee Director Compensation Policy |
99.1 | Press release dated June 1, 2017 |
99.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Blucora, Inc., marked to show changes |
BLUCORA, INC. | ||
By: /s/ Mark A. Finkelstein | ||
Mark A. Finkelstein | ||
Chief Legal & Administrative Officer and Secretary |
Exhibit No. | Description |
3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Blucora, Inc. |
10.1 | Blucora, Inc. Non-Employee Director Compensation Policy |
99.1 | Press release dated June 1, 2017 |
99.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Blucora, Inc., marked to show changes |
A. | CASH COMPENSATION |
• | All Eligible Directors shall receive an annual cash retainer of $40,000 (payable in equal quarterly installments of $10,000) for their services on the Board. |
• | The Chairperson of the Board shall receive an additional annual cash retainer of $15,000 (payable in equal quarterly installments of $3,750). |
• | The Chairperson of the Audit Committee shall receive an additional annual cash retainer of $22,500 (payable in equal quarterly installments of $5,625). |
• | Each of the other members of the Audit Committee shall receive an additional annual cash retainer of $10,000 (payable in equal quarterly installments of $2,500). |
• | The Chairperson of the Compensation Committee shall receive an additional annual cash retainer of $15,000 (payable in equal quarterly installments of $3,750). |
• | Each of the other members of the Compensation Committee shall receive an additional annual cash retainer of $7,500 (payable in equal quarterly installments of $1,875). |
• | The Chairperson of the Nominating and Governance Committee shall receive an additional annual cash retainer of $8,000 (payable in equal quarterly installments of $2,000). |
• | Each of the other members of the Nominating and Governance Committee shall receive an additional annual cash retainer of $4,000 (payable in equal quarterly installments of $1,000). |
B. | EQUITY COMPENSATION |
• | restricted stock units (“RSUs”) having an initial value of $150,000 (the “Initial RSUs”). |
• | The value of the Initial RSUs shall be converted into the appropriate equivalent number of Initial RSUs, with each unit (a “Unit”) of the Initial RSUs representing the right to receive one share of the Company’s common stock (the “Common Stock”), by dividing the value of the Initial RSUs by the closing selling price of the Common Stock, as reported on the NASDAQ Global Select Market (“NASDAQ”) on the Initial Appointment Date, or if there is no such reported price for the Common Stock on the Initial Appointment Date, then such price on the last preceding date for which such price exists, with any resulting fractional Unit rounded down to the nearest whole Unit. |
• | The Initial RSUs shall vest annually over three years on the anniversary of the Initial Appointment Date, provided that the Eligible Director is a member of the Board on such dates. |
• | The Initial RSUs shall be subject to the terms and conditions of the Plan and shall have such other terms as are set forth in the Company’s standard forms of Eligible Director equity agreements in use at such time and as appropriately modified to reflect the Initial RSUs. |
• | RSUs having an initial value of $125,000 (the “Annual Eligible Director RSUs”). |
• | RSUs having an initial value of $35,000 (the “Annual Chairperson RSUs”). |
• | The values of the Annual Awards shall be converted into the appropriate equivalent number of RSUs, with each Unit of the Annual Awards representing the right to receive one share of Common Stock, by dividing the value of the Annual Awards by the closing selling price of the Common Stock, as reported on NASDAQ on the Annual Meeting Date, or if there is no such reported price for the Common Stock on the Annual Meeting Date, then such price on the last preceding date for which such price exists, with any resulting fractional Unit rounded down to the nearest whole Unit. |
• | The Annual Awards shall vest in full on the one‑year anniversary of the Annual Meeting Date, provided that, with respect to the Annual Eligible Director RSUs, the Eligible Director is a member of the Board on the date of vesting, and with respect to the Annual Chairperson RSUs, the Eligible Director is Chairperson of the Board on each date of vesting. |
• | The Annual Awards shall be subject to the terms and conditions of the Plan and shall have such other terms as are set forth in the Company’s standard forms of Eligible Director equity agreements in use at such time and as appropriately modified to reflect the Annual Awards. |