AVANTAX, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment to Blucora, Inc. 2018 Long-Term Incentive Plan
On March 31, 2020 , the Board of Directors (the "Board") of Blucora, Inc. (the
"Company") approved and adopted, subject to stockholder approval, an amendment
to the Blucora, Inc. 2018 Long-Term Incentive Plan (the "2018 Plan Amendment")
in order to, among other things, (i) increase the number of shares authorized
thereunder and (ii) convert to a non-fungible share pool. The Board directed
that the 2018 Plan Amendment be submitted to the Company's stockholders for
their approval at the 2020 Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which was held on May 21, 2020 .
As described under Item 5.07 of this Current Report on Form 8-K, the Company's
stockholders approved the 2018 Plan Amendment at the Annual Meeting. A
description of the material terms of the 2018 Plan Amendment is set forth under
the heading "Proposal 4: Approval of an Amendment to the Blucora, Inc. 2018
Long-Term Incentive Plan" in the Company's Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on April 9, 2020 ,
as supplemented on May 12, 2020 (the "Proxy Statement"), which such description
is incorporated herein by reference. The description of the 2018 Plan Amendment
is qualified in its entirety by reference to the full text of the 2018 Plan
Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
Amendment to Blucora, Inc. 2016 Employee Stock Purchase Plan
On March 31, 2020 , the Board approved and adopted, subject to stockholder
approval, an amendment to the Blucora, Inc. 2016 Employee Stock Purchase Plan
(the "ESPP Amendment") in order to, among other things, increase the number of
shares authorized thereunder. The Board directed that the ESPP Amendment be
submitted to the Company's stockholders for their approval at the Annual
Meeting.
As described under Item 5.07 of this Current Report on Form 8-K, the Company's
stockholders approved the ESPP Amendment at the Annual Meeting. A description of
the material terms of the ESPP Amendment is set forth under the heading
"Proposal 5: Approval of an Amendment to the Blucora, Inc. 2016 Employee Stock
Purchase Plan" in the Proxy Statement, which such description is incorporated
herein by reference. The description of the ESPP Amendment is qualified in its
entirety by reference to the full text of the ESPP Amendment, which is attached
hereto as Exhibit 10.2 and is incorporated herein by reference.
Amendment to Blucora, Inc. 2016 Equity Inducement Plan
As previously disclosed, on April 1, 2020 , the Board approved an amendment to
the Blucora, Inc. 2016 Equity Inducement Plan (the "Inducement Plan Amendment"),
in order to remove the fungible share ratio feature, consistent with the 2018
Plan Amendment. The Inducement Plan Amendment became effective on May 21, 2020 .
The foregoing description of the Inducement Plan Amendment does not purport to
be complete and is qualified in its entirety by reference to the Inducement Plan
Amendment, a copy of which is filed hereto as Exhibit 10.3 and is incorporated
by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 21, 2020 , the Company held the Annual Meeting. The results of the votes
held at the Annual Meeting are set forth below. For more information on these
proposals, see the Proxy Statement.
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--------------------------------------------------------------------------------Proposal One: The stockholders elected each of the Company's nominated directors. The votes cast on Proposal One were as follows:
Nominee For Against Abstain Broker Non-Votes
Proposal Two: The stockholders ratified the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for 2020. The votes cast on Proposal Two were as follows: For Against Abstain 44,243,036 335,178 552,675
Proposal Three: The stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement for the Annual Meeting. The votes cast on Proposal Three were as follows:
For Against Abstain Broker Non-Votes 38,186,032 2,578,511 36,809 4,329,537
Proposal Four: The stockholders approved the 2018 Plan Amendment. The votes cast on Proposal Four were as follows:
For Against Abstain Broker Non-Votes 34,877,041 5,910,330 13,981 4,329,537
Proposal Five: The stockholders approved the ESPP Amendment. The votes cast on Proposal Five were as follows:
For Against Abstain Broker Non-Votes 40,600,832 183,598 16,922 4,329,537
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Filed
Number Exhibit Description Form Date of First Filing Exhibit Number Herewith
Amendment No. 1 to the Blucora, Inc.
10.1 2018 Long-Term Incentive Plan DEF 14A April 9, 2020 App-endix B
Amendment No. 2 to the Blucora, Inc.
10.2 2016 Employee Stock Purchase Plan DEF 14A April 9, 2020 App-endix C
Amendment No. 3 to the Blucora, Inc.
10.3 2016 Equity Inducement Plan X
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