BlackRock : Submission of Matters to a Vote of Security Holders - Form 8-K

8-K

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 24, 2023

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: [phone]

(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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 24, 2023, BlackRock, Inc. (the "Company") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting"). 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-bindingadvisory vote, was approved (Item 2). Additionally, shareholders voted to recommend a frequency of one year for future executive compensation advisory votes, through a non-binding advisory vote (Item 3). Further, shareholders ratified the appointment of Deloitte LLP as the Company's independent registered public accounting firm for the fiscal year 2023 (Item 4). In addition, the shareholder proposal regarding a civil rights, non-discriminationand returns to merit audit was not approved (Item 5). The shareholder proposal regarding production of a report on the Company's ability to "engineer decarbonization in the real economy" was not approved (Item 6). Finally, the shareholder proposal regarding production of an impact report for climate-related human risks of iShares U.S. Aerospace and Defense Exchange-Traded Fund was not approved (Item 7).

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.

Item1 - Election to the Company's Board of Directors of the following 16 nominees:

		For		Against			Abstentions			Broker Non-Votes
Bader M. Alsaad		113,836,422			1,229,562				7,337,154			11,232,503
Pamela Daley		121,265,368			1,055,929				81,841			11,232,503
Laurence D. Fink		117,607,712			4,329,071				466,355			11,232,503
William E. Ford		118,917,311			3,411,271				74,556			11,232,503
Fabrizio Freda		120,314,690			2,009,394				79,054			11,232,503
Murry S. Gerber		116,515,373			5,809,225				78,540			11,232,503
Margaret "Peggy" L. Johnson		121,150,235			1,177,294				75,609			11,232,503
Robert S. Kapito		120,905,363			1,417,880				79,895			11,232,503
Cheryl D. Mills		120,136,956			2,194,457				71,725			11,232,503
Gordon M. Nixon		117,913,972			4,412,616				76,550			11,232,503
Kristin C. Peck		121,694,016			633,553				75,569			11,232,503
Charles H. Robbins		121,706,633			618,072				78,433			11,232,503
Marco Antonio Slim Domit		107,768,566			14,517,035				117,537			11,232,503
Hans E. Vestberg		121,541,855			781,509				79,774			11,232,503
Susan L. Wagner		119,355,991			2,976,280				70,867			11,232,503
Mark Wilson		121,736,848			589,689				76,601			11,232,503

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

For		Against		Abstentions		Broker Non-Votes
112,961,654		9,320,925		120,559		11,232,503

Item 3 - Approval, in a non-binding advisoryvote, of the frequency of future executive compensation advisory votes:

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
120,853,475		146,734		1,309,543		93,386		11,232,503

In accordance with the Board's recommendation and in light of the voting results on this advisory proposal and other factors, the Company has determined that it will continue to hold an annual advisory vote on executive compensation until the next shareholder advisory vote regarding the frequency.

Item 4 - Ratification of the appointment of Deloitte LLP as the Company's independent registered public accounting firm for the fiscal year 2023:

For		Against		Abstentions		Broker Non-Votes
128,353,933		5,196,349		85,359		0

Item 5 - Shareholder proposal requesting a civil rights, non-discriminationand returns to merit audit:

For		Against		Abstentions		Broker Non-Votes
1,345,019		119,182,820		1,875,299		11,232,503

Item 6 - Shareholder proposal requesting the production of a report on the Company's ability to "engineer decarbonization in the real economy":

For		Against		Abstentions		Broker Non-Votes
11,582,649		109,100,393		1,720,096		11,232,503

Item 7 - Shareholder proposal requesting the production of an impact report for climate-related human risks of iShares U.S. Aerospace and Defense Exchange-Traded Fund:

For		Against		Abstentions		Broker Non-Votes
9,254,969		110,873,454		2,274,715		11,232,503

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 26, 2023				R. Andrew Dickson III
			Corporate Secretary