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 Officers

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 Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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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.

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