BCOR 8-K
Grayscale Bitcoin Adopters ETF (BCOR)
8-K
2023-05-05
For: 2023-05-04
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Added on
August 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(972 ) 870-6400
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 communications 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 23, 2023, the board of directors (the “Board”) of Avantax, Inc. (the “Company”) approved and adopted, subject to stockholder approval, an amendment to the Avantax, Inc. 2016 Employee Stock Purchase Plan, as amended (the “ESPP Amendment”), in order to increase the number of shares authorized thereunder. The Board directed that the ESPP Amendment be submitted to the Company’s stockholders for approval at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”), which was held on May 4, 2023.
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 Five: Approval of an Amendment to the Avantax, Inc. 2016 Employee Stock Purchase Plan” in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “Commission”) on April 3, 2023 (as supplemented on April 5, 2023, the “Proxy Statement”), which description is incorporated herein by reference.
The aforementioned 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 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 23, 2023, the Board approved, subject to adoption by the Company’s stockholders, a Certificate of Amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to provide for the exculpation of certain of the Company’s officers, as permitted by recent amendments to the Delaware General Corporation Law. The Board directed that the Charter Amendment be submitted to the Company’s stockholders for adoption at the Annual Meeting.
As described under Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders adopted the Charter Amendment at the Annual Meeting. A description of the material terms of the Charter Amendment is set forth under the heading “Proposal Six: Adoption of an Amendment to Our Restated Certificate of Incorporation to Provide for the Exculpation of Certain of Our Officers as Permitted by Delaware Law” in the Proxy Statement, which description is incorporated herein by reference. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 4, 2023.
The aforementioned description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2023, the Company held the Annual Meeting. There were six proposals acted upon at the Annual Meeting. More information about each of these proposals can be found in the Proxy Statement. At the close of business on March 10, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 39,544,693 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), that were outstanding and entitled to vote. At the Annual Meeting, 38,050,598 shares of Common Stock that were outstanding and entitled to vote were present by means of remote communication or represented by proxy, representing approximately 96 percent of the outstanding shares of Common Stock. The results of the votes held at the Annual Meeting are set forth below.
Proposal One: The stockholders elected nine directors to serve on the Company’s board of directors until the Company’s 2024 annual meeting of stockholders, until their successors are duly elected and qualified or until their earlier death, resignation or removal. The votes cast on Proposal One were as follows:
| Nominee | For | Against | Abstain | ||||||||||||||
| Georganne C. Proctor | 32,352,872 | 369,204 | 369,775 | ||||||||||||||
| Mark A. Ernst | 32,403,704 | 318,409 | 369,737 | ||||||||||||||
| E. Carol Hayles | 32,188,147 | 526,688 | 377,015 | ||||||||||||||
Kanayalal A. Kotecha | 32,560,911 | 161,092 | 369,847 | ||||||||||||||
J. Richard Leaman III | 32,455,523 | 266,590 | 369,738 | ||||||||||||||
| Tina Perry | 32,377,378 | 331,470 | 383,002 | ||||||||||||||
| Karthik Rao | 32,419,540 | 287,828 | 384,482 | ||||||||||||||
Jana R. Schreuder | 32,451,833 | 266,474 | 373,543 | ||||||||||||||
| Christopher W. Walters | 32,418,423 | 301,794 | 371,633 | ||||||||||||||
Proposal Two: The stockholders ratified, on an advisory (non-binding) basis, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023. The votes cast on Proposal Two were as follows:
| For | Against | Abstain | ||||||||||||
| 37,450,422 | 233,725 | 366,451 | ||||||||||||
Proposal Three: The stockholders approved, on an advisory (non-binding) 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 | ||||||||||||
| 31,870,622 | 828,753 | 392,472 | ||||||||||||
Proposal Four: The stockholders voted, on an advisory (non-binding) basis, to maintain an annual advisory vote on the compensation of the Company’s named executive officers. The votes cast on Proposal Four were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||
| 30,816,798 | 6,126 | 1,846,926 | 422,000 | |||||||||||||||||
Proposal Five: The stockholders approved the ESPP Amendment. The votes cast on Proposal Five were as follows:
| For | Against | Abstain | ||||||||||||
| 32,549,974 | 175,353 | 366,523 | ||||||||||||
Proposal Six: The stockholders adopted the Charter Amendment. The votes cast on Proposal Six were as follows:
| For | Against | Abstain | ||||||||||||
| 30,063,230 | 2,615,416 | 413,204 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |||||||
| Certificate of Amendment No. 4 to the Restated Certificate of Incorporation of Avantax, Inc., effective May 4, 2023. | ||||||||
| Amendment No. 3 to the Avantax, Inc. 2016 Employee Stock Purchase Plan, effective May 4, 2023. | ||||||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |||||||
SIGNATURES
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: May 5, 2023 | ||||||||
| AVANTAX, INC. | ||||||||
| By | /s/ Tabitha Bailey | |||||||
| Tabitha Bailey | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT NO. 4
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
AVANTAX, INC.
Avantax, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that:
1. Article 10 of the Corporation’s Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety as follows:
ARTICLE 10. LIMITATION OF LIABILITY
To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors and officers, no director or officer of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment to or repeal of this Article 10 shall not adversely affect any right or protection of a director or officer of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
* * * * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this fourth day of May, 2023.
| AVANTAX, INC. | ||||||||
| By | /s/ Christopher Walters | |||||||
| Name | Christopher Walters | |||||||
| Title | President and Chief Executive Officer | |||||||
Exhibit 10.1
THIRD AMENDMENT
TO THE
AVANTAX, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN
This Third Amendment to the Avantax, Inc. 2016 Employee Stock Purchase Plan (this “Amendment”), is adopted by action of the Compensation Committee of the Board of Directors (the “Committee”) of Avantax, Inc. (f/k/a Blucora, Inc.), a Delaware corporation (the “Company”), subject to and to be effective upon the approval of the stockholders of the Company. Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Avantax, Inc. 2016 Employee Stock Purchase Plan (as amended, the “Plan”).
WHEREAS, upon obtaining requisite stockholder approval, Section 16 of the Plan permits the Committee to amend the Plan, to increase the total number of shares as to which Options may be granted under the Plan;
WHEREAS, under the Plan, the maximum number of shares of Common Stock that may be delivered pursuant to the exercise of Options granted under the Plan is 1,350,000 shares, of which 193,709 shares currently remain available for issuance pursuant to the Plan; and
WHEREAS, the Committee desires to approve and adopt the Amendment, subject to stockholder approval of the Amendment, to increase the number of shares available for issuance under the Plan by 500,000 shares, and extend the term of the Plan.
NOW, THEREFORE, in accordance with Section 16 of the Plan, effective upon stockholder approval of the Amendment (such date, the “Amendment Effective Date”), the Committee hereby amends the Plan as follows:
Section 4 of the Plan is hereby amended by deleting said section in its entirety and replacing it with the following new Section 4:
Section 4. STOCK SUBJECT TO PLAN
Subject to adjustment from time to time as provided in Section 20, a maximum of 1,850,000 shares of Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares. Any shares of Stock subject to an Option that cease to be subject to the Option (other than by reason of exercise of the Option), including, without limitation, in connection with the cancellation or termination of the Option, shall again be available for sale in connection with future grants of Options under the Plan.
1.Section 17 of the Plan is amended to replace “May 24, 2026” with “May 4, 2033.”
2.Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
* * * * * * * *
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of May 4, 2023 by its President and Chief Executive Officer, pursuant to prior action taken by the Committee.
| AVANTAX, INC. | ||||||||
| By | /s/ Christopher Walters | |||||||
| Name | Christopher Walters | |||||||
| Title | President and Chief Executive Officer | |||||||