BLACKROCK, INC. (NYSE:BLK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
As further reported in Item 5.02 below, on May23, 2018, BlackRock, Inc. (“BlackRock” or the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved an amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan (the “Stock Plan”) to increase the number of shares of common stock authorized for issuance under the Stock Plan from 34,500,000 to 41,500,000 shares. The amendment to the Stock Plan was submitted to the shareholders to ensure the Stock Plan’s compliance with the New York Stock Exchange’s Corporate Governance Standards concerning shareholder approval of equity compensation plans and/or material revisions to such plans.
The material terms of the Stock Plan were described in BlackRock’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April13, 2018. The description of the Stock Plan in the definitive proxy statement is incorporated by reference herein.
Item 5.02. | 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. 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 an advisory, non-binding resolution, was approved (Item 2). Additionally, the proposal to approve an amendment to the Stock Plan was approved (Item 3). Further, the shareholders ratified the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2018 (Item 4). In addition, the shareholder proposal regarding production of an annual report on certain trade association and lobbying expenditures was not approved (Item 5).
Below are detailed voting results on each matter voted on at the Annual Meeting. Such matters are described in detail in the Company’s definitive proxy statement for the Annual Meeting.
Item1 – Election to the Company’s Board of Directors of the following 18 nominees:
For | Against | Abstentions | BrokerNon-Votes | |
Mathis Cabiallavetta |
131,981,645 | 287,307 | 301,962 | 10,112,641 |
Pamela Daley |
132,041,722 | 236,832 | 292,360 | 10,112,641 |
William S. Demchak |
131,812,896 | 458,941 | 299,077 | 10,112,641 |
Jessica P. Einhorn |
131,142,402 | 1,133,862 | 294,650 | 10,112,641 |
Laurence D. Fink |
130,731,315 | 1,241,007 | 598,592 | 10,112,641 |
William E. Ford |
131,465,991 | 789,758 | 315,165 | 10,112,641 |
Fabrizio Freda |
132,026,712 | 246,658 | 297,544 | 10,112,641 |
Murry S. Gerber |
129,272,550 | 2,987,131 | 311,233 | 10,112,641 |
Margaret L. Johnson |
132,076,976 | 198,962 | 294,976 | 10,112,641 |
Robert S. Kapito |
131,058,840 | 1,212,388 | 299,686 | 10,112,641 |
Sir Deryck Maughan |
131,518,218 | 750,861 | 301,835 | 10,112,641 |
Cheryl D. Mills |
130,997,066 | 1,280,502 | 293,346 | 10,112,641 |
Gordon M. Nixon |
130,747,223 | 1,523,496 | 300,195 | 10,112,641 |
Charles H. Robbins |
132,032,315 | 226,998 | 311,601 | 10,112,641 |
Ivan G. Seidenberg |
130,724,109 | 1,549,994 | 296,811 | 10,112,641 |
Marco Antonio Slim Domit |
129,923,134 | 2,338,805 | 308,975 | 10,112,641 |
Susan L. Wagner |
132,094,827 | 183,508 | 292,579 | 10,112,641 |
Mark Wilson |
132,070,211 | 201,394 | 299,309 | 10,112,641 |
Item2 – Approval, in a non-binding advisory vote, of the compensation for named executive officers:
For | Against |
Abstentions |
BrokerNon-Votes |
118,206,168 | 14,021,631 | 343,115 | 10,112,641 |
Item3 – Approval of an amendment to the Stock Plan:
For | Against |
Abstentions |
BrokerNon-Votes |
129,946,457 | 2,284,780 | 339,677 | 10,112,641 |
Item4 – Ratification of the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2018:
For | Against |
Abstentions |
BrokerNon-Votes |
140,998,656 | 1,366,764 | 318,135 |
Item5 – Shareholder proposal regarding production of an annual report on certain trade association and lobbying expenditures:
For | Against |
Abstentions |
BrokerNon-Votes |
27,327,441 | 102,973,543 | 2,269,930 | 10,112,641 |
About BLACKROCK, INC. (NYSE:BLK)
BlackRock, Inc. is an investment management company. The Company provides a range of investment and risk management services to institutional and retail clients across the world. Its offerings include single and multi-asset class portfolios investing in equities, fixed income, alternatives and money market instruments. Its products are offered directly and through intermediaries in a range of vehicles, including open-end and closed-end mutual funds, iShares exchange-traded funds (ETFs), separate accounts, collective investment funds and other pooled investment vehicles. The Company offers its BlackRock Solutions (BRS) investment and risk management technology platform, Aladdin; risk analytics, and advisory services and solutions to institutional investors. BRS also offers risk reporting capabilities via the Green Package and risk management advisory services; interactive fixed income analytics through its Web-based calculator, AnSer; outsourcing services, and investment accounting.