BLK BlackRock Inc

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 15, 2024

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 810-5800

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As further reported in Item 5.07 below, on May 15, 2024, BlackRock, Inc. (“BlackRock” or the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan (the “Restated Plan”) which (i) extends the term of the Restated Plan for ten years, (ii) increases the number of shares of BlackRock common stock authorized for issuance under the Restated Plan by 7,000,000 shares, and (iii) makes certain other clarifying and conforming plan changes and updates. The Restated Plan was submitted to the shareholders to ensure the Restated 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 Restated Plan were described in BlackRock’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 4, 2024. The description of the Restated Plan in the definitive proxy statement is incorporated by reference herein.

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 a non-binding advisory vote, was approved (Item 2). Additionally, the proposal to approve the Restated Plan was approved (Item 3). Further, shareholders ratified the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2024 (Item 4). In addition, the shareholder proposal requesting a report on risks associated with the Company’s equal employment opportunity (“EEO”) policy was not approved (Item 5). The shareholder proposal to amend the Amended and Restated Bylaws of the Company (the “Bylaws”) to require an independent board chair was also not approved (Item 6). Finally, the shareholder proposal requesting a report on the Company’s proxy voting record and policies for climate change-related proposals was not approved (Item 7).

Below are detailed voting results of the shares represented and entitled to vote at the Annual Meeting on each matter voted on and described in detail in the Company’s definitive proxy statement.

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

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

Item 3 – Approval of the Restated Plan:

Item 4 – Ratification of the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2024:

Item 5 – Shareholder proposal requesting a report on risks associated with the Company’s EEO policy:

Item 6 – Shareholder proposal to amend the Bylaws to require an independent board chair:

Item 7 – Shareholder proposal requesting a report on the Company’s proxy voting record and policies for climate change-related proposals:

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.