Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 20, 2022, Blucora, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). There were three proposals acted upon at the Annual Meeting. For more information on each of these proposals, see the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2022.

At the close of business on March 9, 2022, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 48,080,181 shares of Company common stock that were outstanding and entitled to vote. At the Annual Meeting, 46,441,868 shares of the Company's common stock were present by means of remote communication or represented by proxy. The results of the votes held at the Annual Meeting are set forth below.

Proposal One: The stockholders elected 11 directors to serve on the Company's board of directors until the Company's 2023 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             Withhold
Georganne C. Proctor       40,160,055        2,869,836
Steven Aldrich             40,177,391        2,852,500
Mark A. Ernst              40,200,776        2,829,115
E. Carol Hayles            40,197,839        2,832,052
Kanayalal A. Kotecha       40,195,541        2,834,350
J. Richard Leaman III      40,166,056        2,863,835
Tina Perry                 39,735,037        3,294,854
Karthik Rao                39,738,678        3,291,213
Jana R. Schreuder          39,608,926        3,420,965
Christopher W. Walters     40,201,930        2,827,961
Mary S. Zappone            40,115,907        2,913,984

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 2022. The votes cast on Proposal Two were as follows:



     For            Against        Abstain

44,519,358 99,721 1,822,789

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
  38,636,682       4,363,350       29,857

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