Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.




On February 26, 2020, the Board of Directors (the "Board") of Blucora, Inc. (the
"Company"), upon the recommendation of the Nominating and Governance Committee
of the Board, voted to increase the number of directors constituting the whole
Board from six to eight directors and appoint Jana R. Schreuder and Mark A.
Ernst to serve as a members of the Board, with such appointments to take effect
on March 1, 2020. Each of Ms. Schreuder and Mr. 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 that Ms. Schreuder and Mr. Ernst each meet the
independence requirements of the Securities and Exchange Commission and the
NASDAQ Stock Market Rules and that Mr. Ernst qualifies as an "audit committee
financial expert." The Board has appointed Ms. Schreuder to serve on the
Compensation Committee of the Board and Mr. Ernst to serve on the Audit
Committee of the Board, with such committee appointments to take effect on March
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 in August 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 as Chief Risk Officer from 2005 to 2006. Since 2008, Ms. Schreuder has
served as a member of the Board 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 of LifePoint Health, a rural
U.S. healthcare provider. Ms. Schreuder also currently serves as a member of the
Global Strategy Committee of Women Corporate Directors in the New York City
Chapter. Ms. Schreuder received her bachelor of arts degree from Southern
Methodist University and a master's degree in business administration from the
Northwestern University Kellogg Graduate School of Management.
Mr. Ernst, age 61, currently serves as the Managing Partner at Bellevue Capital
LLC, a private investment firm, a role he has held since May 2018. Prior to
joining Bellevue, Mr. Ernst served as executive vice president and chief
operating officer of Fiserv, Inc. from January 2011 to April 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 from
January 2009 to November 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 of Great Plains Energy Incorporated, Knight Ridder Inc., and SAIA, Inc.
Mr. Ernst received bachelor's degrees in finance and accounting from Drake
University, where he is a member of the Board of Trustees, and a master's of
business administration in finance and economics from the University of Chicago
Booth School of Business, where he has served on its Advisory Board.
For their service on the Board, Ms. Schreuder and Mr. 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
of May 23, 2019. A copy of the Policy was included as Exhibit 10.2 of our
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on August 8, 2019, and is incorporated herein by reference.
Neither Ms. Schreuder nor Mr. 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 the
Securities and Exchange Commission in connection with her appointment as a
director of the Company.
On February 27, 2020, the Company issued a press release announcing that Ms.
Schreuder and Mr. 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.




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Item 9.01 Financial Statements and Exhibits.




  Exhibit No.   Description
   99.1         Press Release dated February 27, 2020
                Cover Page Interactive Data File (embedded within the Inline XBRL
  104.1         Document)




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