Benzinga | Mar 31, 2021 05:08PM EDT

Blucora Urges Shareholders To Vote For All Of Co.'s Directors On BLUE Proxy Card

Blucora, Inc. (NASDAQ:BCOR), a leading provider of technology-enabled, tax-focused financial solutions, today published a detailed investor presentation, describing the Company's increasing momentum and measurable improvement under the leadership of the current Board and management team. The presentation outlines why the Board urges all stockholders to vote "FOR" ALL of the Company's highly qualified director candidates using the BLUE proxy card at the upcoming 2021 annual meeting of stockholders, scheduled to be held on April 21, 2021.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/47c31deb-9c2d-4cb6-a05c-a2fab8a9fd6b

The investor presentation also provides information on the extensive work performed by the Blucora Board and its financial advisors over the course of the last year in assessing Blucora's strategy and business configuration.

Key highlights from the presentation include:

2 The Blucora Board took decisive action in late 2019 and early 2020 to replace the CEO and CFO, refresh the Board of Directors and oversee the refinement of the Company's strategy for each of its businesses. Since early 2020, nearly the entire Blucora senior management team has been changed, including the appointment of a new CEO and CFO. Under the Board's oversight, the rebuilt team has developed and is executing a number of new strategic initiatives that the Board believes will strengthen each of the businesses and lead to sustainable and profitable growth. Further, the Board recognizes the value of refreshing itself and, since March 2020, has added four directors with highly relevant skills and experience in wealth management, tax preparation, software, strategy, marketing, turnaround and public company leadership. Today the Board is comprised of highly qualified, independent directors who are focused on maximizing value.

10 The Board believes that Blucora is now executing a strategy that will create significantly greater value than Ancora's poorly conceived plan. In the Tax Preparation business, the Company is taking actions to drive increased functionality and usability while attracting new customers through improved marketing efforts. In the Wealth Management business, the Company is integrating its three core acquisitions, driving efficiencies and increasing the retention of key Financial Professionals in targeted market segments. The Board believes that the stock price significant outperformance during the last six months is a reflection that investors understand and appreciate the opportunities inherent in Blucora's business and strategy.

18 Blucora's Board continues to actively review all available strategy and business configuration alternatives with the assistance of leading independent financial advisors. Throughout 2020 and the first quarter of 2021, the Blucora Board has met numerous times to refine the Company's strategy and address challenges related to the COVID-19 pandemic. The Board has also actively evaluated strategic alternatives and the optimal timing for executing on those alternatives, with the assistance of independent financial advisors, and continues to review the best way to maximize value for all Blucora stockholders.

26 Ancora's campaign is built on misleading descriptions of the Company's directors and faulty assumptions about the Board's efforts. Ancora has intentionally mischaracterized the qualifications of Blucora's nominees and made false claims about the Board's interactions with Ancora. For example, Ancora conveniently omits the fact that an independent director of the Company sent five emails to Ancora's candidates and only received one (non-)response. Moreover, Ancora's assumption that the Blucora Board has refused to consider or has rejected various strategic alternatives is false, and the Board remains open to any avenue of value creation. The Board does not believe that Ancora's plan to sell TaxAct in the near term will maximize value for stockholders. The downside of an immediate TaxAct sale is compounded by the challenges of deploying the proceeds effectively.

34 If successful, Ancora's campaign would lead to the replacement of highly qualified incumbent directors with candidates who do not seem to add any relevant skills or experience to the Board. Ancora is seeking to replace the former CFO of TIAA-CREF, one of the world's largest asset managers, with the CFO of a local, private HVAC company. Ancora is also asking stockholders to replace the former Chief Technology Officer of Morgan Stanley Dean Witter, one of the world's most successful wealth managers, with the head of marketing of a hedge fund. We do not believe these changes, or the others that Ancora is promoting, are in the interest of the Company or its stockholders. In short, the Board believes that Ancora's nominees are ill-suited to serve on Blucora's Board and that replacing the Company's existing directors with Ancora's selected nominees would result in a significant loss to the Board's capabilities.

42 Mr. DiSanto, the CEO of Ancora and one of its nominees, is over-boarded, is conflicted and has engaged in conduct that resulted in Ancora's being censured by the Securities and Exchange Commission. Mr. DiSanto serves on three public boards and is the CEO of two companies, including a public company and a wealth manager that competes for financial professionals with Blucora. It also appears that Mr. DiSanto made improper donations to politicians that would have influence over Ohio pension funds, which led to a censure and $100,000 fine for Ancora. We do not believe Mr. DiSanto is an appropriate Board member for Blucora.

Blucora urges stockholders to support the refreshed Blucora Board and its actions to maximize value by voting "FOR" ALL nominees on the BLUE proxy card.