Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
OnFebruary 26, 2020 , the Board of Directors (the "Board") ofBlucora, Inc. (the "Company"), upon the recommendation of theNominating and Governance Committee of the Board, voted to increase the number of directors constituting the whole Board from six to eight directors and appointJana R. Schreuder andMark A. Ernst to serve as a members of the Board, with such appointments to take effect onMarch 1, 2020 . Each ofMs. Schreuder andMr. Ernst will each stand for election by a vote of the stockholders at the Company's 2020 annual meeting of stockholders. The Board has determined thatMs. Schreuder andMr. Ernst each meet the independence requirements of theSecurities and Exchange Commission and the NASDAQ Stock Market Rules and thatMr. Ernst qualifies as an "audit committee financial expert." The Board has appointedMs. Schreuder to serve on the Compensation Committee of the Board andMr. Ernst to serve on the Audit Committee of the Board, with such committee appointments to take effect onMarch 1, 2020 .Ms. Schreuder , age 61, is an accomplished executive who most recently served as executive vice president and chief operating officer of Northern Trust Corporation, a role from which she retired inAugust 2018 .Ms. Schreuder joined Northern Trust in 1980 and during her tenure held multiple roles as a member of the management team, including service as the President of Wealth Management from 2011 to 2014, as President of Operations & Technology from 2006 to 2011, and asChief Risk Officer from 2005 to 2006. Since 2008,Ms. Schreuder has served as a member of theBoard of Entrust Datacard Group , a privately held hardware and software information security company. From 2016 to 2018,Ms. Schreuder was a member of the board of directors ofLifePoint Health , a ruralU.S. healthcare provider.Ms. Schreuder also currently serves as a member of theGlobal Strategy Committee of Women Corporate Directors in theNew York City Chapter .Ms. Schreuder received her bachelor of arts degree fromSouthern Methodist University and a master's degree in business administration from theNorthwestern University Kellogg Graduate School of Management .Mr. Ernst , age 61, currently serves as the Managing Partner atBellevue Capital LLC , a private investment firm, a role he has held sinceMay 2018 . Prior to joining Bellevue,Mr. Ernst served as executive vice president and chief operating officer of Fiserv, Inc. fromJanuary 2011 toApril 2018 , where he had oversight responsibility for the major operating businesses and support organizations of the enterprise. His focus included enterprise-wide quality improvement and product management efforts.Mr. Ernst previously served as deputy commissioner for operations support for the Internal Revenue Service fromJanuary 2009 toNovember 2010 . From 2008 to 2009,Mr. Ernst served as chief executive officer of Bellevue.Mr. Ernst served in various executive roles at H&R Block, Inc., including as chairman, president and chief executive officer from 2001 to 2007, and as chief operating officer from 1998 until 2000. Prior to joining H&R Block,Mr. Ernst served in various executive roles at American Express Company.Mr. Ernst currently serves as the chairman of the board of directors of the Financial Health Network, a consumer-focused financial services advocacy organization, and previously served as a public company director on the boards ofGreat Plains Energy Incorporated ,Knight Ridder Inc. , and SAIA, Inc.Mr. Ernst received bachelor's degrees in finance and accounting fromDrake University , where he is a member of theBoard of Trustees , and a master's of business administration in finance and economics from theUniversity of Chicago Booth School of Business , where he has served on itsAdvisory Board . For their service on the Board,Ms. Schreuder andMr. Ernst will receive compensation as non-employee directors in accordance with the Company's non-employee director compensation practices described in the Company's Non-Employee Director Compensation Policy (the "Policy"), which was approved by the Compensation Committee of the Board and adopted by the Company effective as ofMay 23, 2019 . A copy of the Policy was included as Exhibit 10.2 of our Quarterly Report on Form 10-Q filed with theSecurities and Exchange Commission onAugust 8, 2019 , and is incorporated herein by reference. NeitherMs. Schreuder norMr. Ernst has any arrangements or understandings with any other person pursuant to which she or he were elected to the Board, nor does either of them have a relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K of theSecurities and Exchange Commission in connection with her appointment as a director of the Company. OnFebruary 27, 2020 , the Company issued a press release announcing thatMs. Schreuder andMr. Ernst were appointed to the Board. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. -2-
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release datedFebruary 27, 2020 Cover Page Interactive Data File (embedded within the Inline XBRL 104.1 Document) -3-
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