Ancora Issues Letter to Fellow Stockholders Recapping the Case for Meaningful Change Atop Blucora

Rhea-AI Summary

Ancora Holdings owns approximately 3.4% of Blucora's stock and aims to elect four directors to its Board during the Annual Meeting on April 21, 2021. Ancora argues that the current Board's strategy has led to underperformance, with Blucora's stock down 34.66% since 2017, while the Russell 2000 rose 72.10%. They emphasize the need for accountability and relevant expertise in wealth management. Ancora's nominees include Frederick D. DiSanto and Cindy Schulze Flynn, who they say can better stabilize the Avantax business and unlock TaxAct's value. They encourage stockholders to support their candidates using the WHITE Proxy Card.

Positive

• Ancora nominees bring relevant wealth management expertise.
• Strong alignment with stockholders as nominees will take compensation in equity.
• Potential to stabilize the Avantax wealth management business.

Negative

• Blucora's stock down 34.66% since commitment to current strategy in 2017.
• Overall underperformance compared to Russell 2000 and S&P Composite 1500 Financials.

Ancora Holdings, Inc. (together with its affiliates, “Ancora” or “we”), which collectively with the other participants in its solicitation beneficially owns approximately 3.4% of the outstanding common stock of Blucora, Inc. (NASDAQ: BCOR) (“Blucora” or the “Company”), today issued the below open letter to stockholders.

As a reminder, Ancora is seeking to elect Frederick D. DiSanto, Cindy Schulze Flynn, Robert D. MacKinlay and Kimberly Smith Spacek to Blucora’s ten-member Board of Directors (the “Board”) at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) on April 21, 2021. Ancora urges Blucora’s stockholders to visit www.ABetterBlucora.com to obtain important information, including instructions for how to vote on the WHITE Proxy Card.

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April 19, 2021

Fellow Stockholders,

We recognize that you have heard a great deal from Ancora and Blucora over the past two months. This is why we are reaching out today to concisely answer this election contest’s most important question: Which director candidates are better equipped to help stabilize the Avantax wealth management business and unlock the value of the TaxAct business? At the end of the day, this is all that should matter – not the diversions and sideshows that have ensued in recent weeks.

When assessing this key question, it is important to take into account that the synergy-focused strategy championed by the directors we are seeking to remove – Steve Aldrich, Georganne Proctor, John MacIlwaine and Mary Zappone – has failed to deliver meaningful value for stockholders:

• Since Blucora embarked on this strategy in October 2015, its stock has appreciated only 7.43% while the Russell 2000 is up 72.10% and S&P Composite 1500 Financials is up 73.72%.¹

• Since Blucora reaffirmed its commitment to this strategy in October 2017, its stock is down 34.66%.²

• Since Blucora conducted a purported strategy session in late 2019 that included Mr. Aldrich, Ms. Proctor, Mr. MacIlwaine and Ms. Zappone, its stock is down 32.41%.³

We believe this long-term underperformance is a clear consequence of maintaining a Board that lacks accountability, meaningful ownership perspectives and sufficient expertise in critical areas, including the wealth management industry’s mass market and middle market. We contend this Board has also presided over poor succession planning, troubling compensation decisions and a fraying culture at Avantax. More recently, it has also begun miscasting our nominees in unprecedented ways.

To put a fine point on it, Institutional Shareholder Services Inc. recently stated the following in its report about this contest: “[t]he merits of the issues raised by the dissident lead to a conclusion that change is warranted, specifically in the form of direct shareholder representation in the boardroom.”⁴

We believe a thorough and objective review of each our director candidates will lead you to conclude that they represent the superior choices at this year’s Annual Meeting. Collectively, our nominees possess the exact mix of wealth management and tax advisory skills that the Board needs. They are also willing to completely align themselves with stockholders by taking 100% of their compensation in equity. The Ancora slate includes:

• Mr. DiSanto brings a deep understanding of the wealth management industry’s various client markets. He also possesses important stockholder perspectives and valuable corporate governance insight, including with respect to appropriate incentive compensation for executives and Avantax financial professionals. We firmly believe his practical wealth industry experience and very strong alignment with other stockholders will make him an ideal addition to the Board.

• Ms. Flynn has held c-level marketing and communications roles at New York Community Bancorp, Inc. (NYSE: NYCB) and Citizens Financial Group, Inc. (NYSE: CFG). At each institution, she was responsible for developing and implementing marketing strategies for wealth management services, including tax planning and tax-efficient investment strategies. We firmly believe her background in marketing, internal communications and culture-building will add strong value to the Board, especially as it assesses issues at Avantax.

• Mr. MacKinlay knows tax services and wealth management extremely well based on his two decades of experience at Cohen & Company, where he was National Managing Partner and drove hundreds of millions of dollars in client assets to SEQUOIA Financial Group through a wealth management joint venture. He also advised many public companies while at KPMG. We firmly believe his knowledge of the tax industry, coupled with his understanding of how it relates to wealth management, would be extremely additive to the Board.

• Ms. Spacek is a long-time member of the leadership team at global investment management firm Owl Creek Asset Management, where she runs business development and investor relations and oversees relationships with institutional, high-net worth and individual clients. She also provided wealth management services to retail and private bank clients during her two-and-a-half years at ABN AMRO Bank. We believe her knowledge of business development, investor relations, the advisor mindset and fee structures will help the Board in many ways.

While Blucora has gone to great lengths to spotlight our nominees’ lack of corporate director experience, several of the Company’s own current Board members had not served on another public company board of directors prior to joining. We urge stockholders to see through this smokescreen and objectively assess the sum of the parts of our slate.

We also recognize that Blucora has been making baseless claims that Mr. DiSanto would be a “conflicted” or “disruptive” member of the Board. First, the investment advisory businesses of Ancora and Blucora offer different products to different clientele through different marketing channels – there is no antitrust issue here. Second, Mr. DiSanto (like the rest of our slate) is committed to bringing a spirit of collaboration and partnership to the boardroom.

As evidenced by the settlements Ancora recently reached at Forward Air Corporation (NASDAQ: FWRD) and Kohl's, Inc. (NYSE: KSS), we have a track record of compromising with companies and putting additive individuals on boards of directors. Companies with much larger market caps and much more financial success than Blucora have seen the value of our engagement. We hope this gives Blucora stockholders even more confidence to trust our case for change and vote for our nominees.

In closing, thank you for your engagement and support throughout this contest. We hope you determine that the best way to protect the value of your investment at the 2021 Annual Meeting is to vote on the WHITE Proxy Card for the full Ancora slate.

Sincerely,

Ancora Holdings, Inc.

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About Ancora

Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio based holding company which wholly owns four separate and distinct SEC Registered Investment Advisers and a broker dealer. Ancora Advisors LLC specializes in customized portfolio management for individual investors, high net worth investors, investment companies (mutual funds), and institutions such as pension/profit sharing plans, corporations, charitable & “Not-for Profit” organizations, and unions. Ancora Family Wealth Advisors, LLC is a leading, regional investment and wealth advisor managing assets on behalf of families and high net-worth individuals. Ancora Alternatives LLC specializes in pooled investments (hedge funds/investment limited partnerships). Ancora Retirement Plan Advisors, Inc. specializes in providing non-discretionary investment guidance for small and midsize employer sponsored retirement plans. Inverness Securities, LLC is a FINRA registered Broker Dealer.

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¹ Return metrics are calculated based on the closing trading prices on October 13, 2015 (the day before Blucora announced the HD Vest acquisition) and the closing trading prices on December 31, 2020.

² Return metric is calculated based on the closing trading price on October 26, 2017 (the day of the stated commitment via a press release) and the closing trading price on December 31, 2020.

³ Return metric is calculated based on the closing trading price on November 29, 2019 (the last trading day of the month) and the closing trading price on December 31, 2020.

⁴ Permission to quote was neither sought nor obtained. Emphases added by Ancora.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210419005429/en/

FAQ

What is Ancora Holdings' position in Blucora as of April 2021?

Ancora Holdings owns approximately 3.4% of Blucora's outstanding common stock.

When is Blucora's Annual Meeting of Stockholders?

The Annual Meeting is scheduled for April 21, 2021.

Who are the director candidates proposed by Ancora Holdings for Blucora?

Ancora is proposing Frederick D. DiSanto, Cindy Schulze Flynn, Robert D. MacKinlay, and Kimberly Smith Spacek.

How has Blucora's stock performed under the current Board's strategy?

Blucora's stock has appreciated only 7.43% since October 2015, significantly underperforming the Russell 2000.

What do Ancora Holdings' nominees offer Blucora?

Ancora's nominees offer extensive experience in wealth management and a commitment to aligning with stockholder interests.