Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

February 14, 2013

Date of Report

Date of earliest event reported




(Exact name of Registrant as specified in its charter)




DELAWARE   000-25131   91-1718107

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

601 108th Avenue N.E., Suite 1200

Bellevue, Washington 98004

(Address of Principal Executive Offices)


Registrant’s Telephone Number, Including Area Code



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 14, 2013, the Compensation Committee of the Blucora, Inc. Board of Directors approved the 2013 Executive Bonus Plan. This plan provides for annual performance-based cash bonuses to the Company’s executive officers. The target bonus amount for individual executive officers varies, and is between 50% and 100% of each executive’s base salary.

The available bonus for each executive is based on a combination of (a) the Company’s achievement of certain specified financial or operational performance measurements and (b) the individual performance of each executive and the discretion of the CEO (or, in the case of CEO bonus, the discretion of the Compensation Committee). For the financial or operational performance components, the specific measures vary by executive, but may include Company Revenue (as defined in the plan), Adjusted EBITDA (as defined in the plan), and/or certain measurements that are specific to the business unit that the individual executive is responsible for. Of the total available bonus payout, 80% is based on the financial and operational performance component and 20% is based on the individual performance/discretionary component.

The performance targets established for this bonus plan correspond to the operating plan targets approved by the Blucora Board of Directors. The range of possible bonus component achievement is 0% to 165% of the target bonus for the operational and financial performance components and 0% to 100% for the individual performance/discretionary component, with the result that the aggregate maximum available payout level is 152%.

The foregoing description of the 2013 Executive Bonus Plan is qualified in its entirety by reference to the full text of this plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits


10.1    Blucora 2013 Executive Bonus Plan


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 15, 2013



/s/ Linda Schoemaker

  Linda Schoemaker
  General Counsel and Secretary






EX-10.1    Blucora 2013 Executive Bonus Plan