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): May 26, 2021

 

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE		001-33099		32-0174431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

55 East 52nd Street, New York, New York		10055
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5300

(Former name or former address, if changed since last report.)

 

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 exchange on which registered
Common Stock, $.01 par value		BLK		New York Stock Exchange
1.250% Notes due 2025		BLK25		New York Stock Exchange

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, in September 2020, the Board of Directors (the “Board”) of BlackRock, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) provide shareholders of record owning 15% or more of the voting power of all outstanding shares of stock of the Company the ability to call a special meeting of shareholders, (ii) eliminate supermajority vote requirements relating to the amendment of certain articles of the Certificate of Incorporation and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions, subject to shareholder approval.

On May 26, 2021, at the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in Item 5.07 below, the Company’s shareholders approved these amendments to the Certificate of Incorporation, which became effective upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2021. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On May 26, 2021, the Board also approved various conforming amendments to the Company’s Amended and Restated Bylaws relating to (i) shareholders’ ability to call special meetings, (ii) elimination of supermajority vote requirements and (iii) elimination of certain provisions that are no longer applicable, consistent with the amendments to the Certificate of Incorporation. In particular, the Amended and Restated Bylaws set forth certain procedural requirements that the Board believes are appropriate to avoid duplicative or unnecessary special meetings. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The following are the voting results on each matter submitted to the Company’s shareholders at the Annual Meeting held on May 26, 2021. All director nominees were elected (Item 1). The proposal to approve the compensation of the named executive officers as disclosed in the Company’s proxy statement, through a non-binding advisory vote, was approved (Item 2). Additionally, shareholders ratified the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2021 (Item 3). In addition, shareholders approved amendments to the Certificate of Incorporation to provide shareholders with the right to call a special meeting (Item 4a), eliminate certain supermajority vote requirements (Item 4b) and eliminate certain provisions that are no longer applicable and make certain other technical revisions (Item 4c). Further, the shareholder proposal requesting that the Board amend the Certificate of Incorporation to convert to a public benefit corporation was not approved (Item 5).

Below are detailed voting results on each matter voted on and described in detail in the Company’s definitive proxy statement for the Annual Meeting.

Item 1 – Election to the Company’s Board of Directors of the following 16 nominees:

 

		For				Against				Abstentions				Broker Non-Votes
Bader M. Alsaad			116,071,668				560,979				64,339				10,087,046
Pamela Daley			115,717,986				920,022				58,978				10,087,046
Jessica P. Einhorn			114,981,958				1,655,907				59,121				10,087,046
Laurence D. Fink			112,106,329				3,890,794				699,863				10,087,046
William E. Ford			113,117,168				3,504,271				75,547				10,087,046
Fabrizio Freda			116,105,739				527,815				63,432				10,087,046
Murry S. Gerber			111,371,864				5,257,883				67,239				10,087,046
Margaret “Peggy” L. Johnson			115,039,662				1,598,303				59,021				10,087,046
Robert S. Kapito			115,362,302				1,269,430				65,254				10,087,046
Cheryl D. Mills			114,894,185				1,737,557				65,244				10,087,046
Gordon M. Nixon			113,906,202				2,497,961				292,823				10,087,046
Charles H. Robbins			116,158,295				463,661				75,030				10,087,046
Marco Antonio Slim Domit			95,666,024				20,967,680				63,282				10,087,046
Hans E. Vestberg			116,168,598				453,112				75,276				10,087,046
Susan L. Wagner			115,044,000				1,582,989				69,997				10,087,046
Mark Wilson			116,111,751				509,852				75,383				10,087,046

Item 2 – Approval, in a non-binding advisory vote, of the compensation for named executive officers:

 

For		Against		Abstentions		Broker Non-Votes
109,007,750		7,572,013		117,223		10,087,046

Item 3 – Ratification of the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2021:

 

For		Against		Abstentions		Broker Non-Votes
125,089,736		1,620,849		73,447		0

Item 4a – Approval of amendments to the Certificate of Incorporation to provide shareholders with the right to call a special meeting:

 

For		Against		Abstentions		Broker Non-Votes
116,573,393		69,843		53,750		10,087,046

Item 4b – Approval of amendments to the Certificate of Incorporation to eliminate certain supermajority vote requirements:

 

For		Against		Abstentions		Broker Non-Votes
116,352,850		277,044		67,092		10,087,046

Item 4c – Approval of amendments to the Certificate of Incorporation to eliminate certain provisions that are no longer applicable and make certain other technical revisions:

 

For		Against		Abstentions		Broker Non-Votes
126,542,757		114,492		126,783		0

Item 5 – Shareholder proposal requesting that the Board amend the Certificate of Incorporation to convert to a public benefit corporation:

 

For		Against		Abstentions		Broker Non-Votes
2,718,921		113,366,855		611,210		10,087,046

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of BlackRock.
3.2		Amended and Restated Bylaws of BlackRock.
104		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.

 

				BlackRock, Inc. (Registrant)
				By:		/s/ R. Andrew Dickson III
Date: May 28, 2021						R. Andrew Dickson III
						Corporate Secretary